REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 6th, 2012 • ROI Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 22, 2012, is made and entered into by and among ROI Acquisition Corp., a Delaware corporation (the “Company”), each of the undersigned parties listed under Holder on the signature page hereto, Thomas J. Baldwin (the “Chairman”) and ROIC Acquisition Holdings LP (the “Sponsor” and, together with the Chairman 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”).
INDEMNITY AGREEMENTIndemnification Agreement • November 25th, 2011 • ROI Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2011, by and between ROI ACQUISITION CORP., a Delaware corporation (the “Company”), and __________ (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • March 6th, 2012 • ROI Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 22, 2012, is by and between ROI Acquisition Corp., 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”).
7,500,000 Units ROI ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • March 6th, 2012 • ROI Acquisition Corp. • Blank checks • New York
ROI Acquisition Corp., a Delaware corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representative (the “Representative”) an aggregate of seven million five hundred thousand units of the Company (the “Firm Units”), with each unit consisting of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant (collectively, the “Warrants”) to purchase one share of Common Stock. The respective amounts of the Firm Units to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Company also proposes to sell at the Underwriters’ option an aggregate of up to one million one hundred twenty-five thousand (1,125,000) additional units of the Company (the “Option Units”) as set forth below. The terms of the Warrants are provided for in the form of Warrant Agreement (defined below).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 6th, 2012 • ROI Acquisition Corp. • Blank checks • New York
This investment management trust agreement (“Agreement”) is made as of February 22, 2012, by and between ROI Acquisition Corp. (the “Company”), a Delaware corporation and Continental Stock Transfer & Trust Company (the “Trustee”) located at 17 Battery Place, New York, New York 10004. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement.
] Shares EveryWare Global, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 12th, 2013 • EveryWare Global, Inc. • Wholesale-furniture & home furnishings • New York
EMPLOYMENT AGREEMENTEmployment Agreement • February 23rd, 2015 • EveryWare Global, Inc. • Wholesale-furniture & home furnishings • Ohio
This Employment Agreement (the “Agreement”) is being entered into between EveryWare Global, Inc. (“EVERYWARE”) and Anthony Reisig (the “Executive”) effective as of the 17th day of February 2015. For and in consideration of the mutual promises contained herein, and for other good and sufficient consideration, receipt of which is hereby acknowledged, EVERYWARE and Executive (sometimes hereafter referred to as the “parties”) agree as follows:
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 28th, 2013 • EveryWare Global, Inc. • Blank checks • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of May 21, 2013, by and among EveryWare Global, Inc. f/k/a ROI Acquisition Corp., a Delaware corporation (the “Company”), and the parties named on the Schedule of Investors attached hereto.
February 22, 2012Underwriting Agreement • March 6th, 2012 • ROI Acquisition Corp. • Blank checks
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between ROI Acquisition Corp., 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 “Offering”) of 7,500,000 of the Company’s units (the “Units”), each comprised of one share of common stock, $.0001 par value per share, of the Company (the “Common Stock”), and one warrant exercisable for one share of Common Stock (each, a “Warrant”). The Units shall be sold in the 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 shall be listed and traded on the Nasdaq Capital Market. Certain capitalized terms used herein are defined in paragraph 11 hereof.
SPONSOR WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • October 14th, 2011 • ROI Acquisition Corp. • New York
This SPONSOR WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of this 13h day of October, 2011 by and between ROI Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 9 West 57th Street, New York, NY 10019 and ROIC Acquisition Holdings LP, a Delaware limited partnership (the “Sponsor”), having its principal place of business at 9 West 57th Street, New York, NY 10019.
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • May 28th, 2013 • EveryWare Global, Inc. • Blank checks • Delaware
THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made as of November 5, 2012, by and between EveryWare Global, Inc., a Delaware corporation f/k/a EveryWare, Inc. (the “Company”), and Andrew Church, an individual (the “Executive”).
SECURITIES PURCHASE OPTION AGREEMENTSecurities Purchase Option Agreement • March 6th, 2012 • ROI Acquisition Corp. • Blank checks • New York
This SECURITIES PURCHASE OPTION AGREEMENT (this “Agreement”) is made as of this 14th day of February, 2012 by and between ROI Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 9 West 57th Street, New York, NY 10019 and ROIC Acquisition Holdings LP, a Delaware limited partnership (the “Sponsor”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 28th, 2013 • EveryWare Global, Inc. • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of May 21, 2013 between EveryWare Global, Inc. f/k/a ROI Acquisition Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”). Capitalized terms used, but not otherwise defined herein, have the meanings ascribed to such terms in Section 15.
EVERYWARE GLOBAL, INC. EMPLOYMENT AGREEMENTEmployment Agreement • March 2nd, 2015 • EveryWare Global, Inc. • Wholesale-furniture & home furnishings • Ohio
EMPLOYMENT AGREEMENT (this “Agreement”) dated as of February 27, 2015, and effective April 1, 2015 between EveryWare Global, Inc. a Delaware corporation (the “Company”), and Robert M. Ginnan (the “Executive”).
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Dated as of May 21, 2013 among EACH OF THE FINANCIAL INSTITUTIONS PARTY HERETO, as the Lenders, WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Administrative Agent and Collateral Agent, ONEIDA...Loan and Security Agreement • May 28th, 2013 • EveryWare Global, Inc. • Blank checks • New York
This Second Amended and Restated Loan and Security Agreement, dated as of May 21, 2013, among the financial institutions listed on the signature pages hereof (such financial institutions, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), Wells Fargo Bank, National Association, with an office located at 100 Park Avenue, 14th Floor, New York, New York 10017, as administrative agent for the Lenders (in its capacity as administrative agent, together with its successors and permitted assigns, and any replacement, the “Administrative Agent” as hereinafter further defined) and as collateral agent for the Lenders (in its capacity as collateral agent, together with its successors and permitted assigns, and any replacement, the “Collateral Agent” as hereinafter further defined), Oneida Ltd., a Delaware corporation (“Oneida”), Anchor Hocking, LLC, a Delaware limited liability company (“A
UNIT PURCHASE AGREEMENTUnit Purchase Agreement • March 6th, 2012 • ROI Acquisition Corp. • Blank checks • New York
This UNIT PURCHASE AGREEMENT (this “Agreement”) is made as of this 14th day of February, 2012 by and between ROI Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 9 West 57th Street, New York, NY 10019 and Thomas J. Baldwin, an individual (“Baldwin”).
ABL INTERCREDITOR AGREEMENT dated as of May 21, 2013 among WELLS FARGO BANK, NATIONAL ASSOCIATION, as ABL Agent under the ABL Credit Agreement, and DEUTSCHE BANK AG NEW YORK BRANCH as the Term Administrative Agent under the Term Credit AgreementIntercreditor Agreement • May 28th, 2013 • EveryWare Global, Inc. • Blank checks • New York
This ABL INTERCREDITOR AGREEMENT is dated as of May 21, 2013, and is among WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as ABL Agent (as defined below), DEUTSCHE BANK AG NEW YORK BRANCH, in its capacity as the Term Administrative Agent (as defined below) and each additional Representative that may become a party hereto.
September 23, 2014 Sam Solomon Chief Executive Officer EveryWare Global, Inc. Lancaster, OH 43130 Dear Mr Solomon:Engagement Agreement • September 23rd, 2014 • EveryWare Global, Inc. • Wholesale-furniture & home furnishings
This letter confirms and sets forth the terms and conditions of the engagement between Alvarez & Marsal North America, LLC (“A&M”) and EveryWare Global, Inc., and its assigns and successors (the “Company”), including the scope of the services to be performed and the basis of compensation for those services. Upon execution of this letter by each of the parties below and receipt of the retainer described below, this letter will constitute an agreement between the Company and A&M (the “Agreement”) and that certain engagement letter agreement, dated February 25, 2014 (the “Prior Agreement”), between A&M and the Company is hereby terminated.
AMENDMENT NO. 1 TO THE BUSINESS COMBINATION AGREEMENT AND PLAN OF MERGERBusiness Combination Agreement and Plan of Merger • May 9th, 2013 • ROI Acquisition Corp. • Blank checks
This AMENDMENT NO. 1 TO THE BUSINESS COMBINATION AGREEMENT AND PLAN OF MERGER (the “Amendment”) is entered into on May 8, 2013, by and among EveryWare Global, Inc., a Delaware corporation (the “Company”), ROI Acquisition Corp., a Delaware corporation (“Parent”), ROI Merger Sub Corp., a Delaware corporation (“Merger Sub Corp.”), and ROI Merger Sub LLC, a Delaware limited liability company (“Merger Sub LLC”).
ROI Acquisition Corp 601 Lexington Avenue, 51st Floor New York, NY 10022Common Stock Purchase Agreement • May 21st, 2013 • EveryWare Global, Inc. • 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:
AMENDMENT TO THE WARRANT AGREEMENTWarrant Agreement • May 28th, 2013 • EveryWare Global, Inc. • Blank checks • Delaware
THIS AMENDMENT TO THE WARRANT AGREEMENT (this “Amendment”), made as of May 21, 2013, is by and between ROI Acquisition Corp., a Delaware corporation (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
AMENDMENT NO. 6 TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 31st, 2014 • EveryWare Global, Inc. • Wholesale-furniture & home furnishings • New York
AMENDMENT NO. 6 TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment No. 6”), dated as of July 30, 2014, by and among Oneida Ltd., a Delaware corporation (“Oneida”), Anchor Hocking, LLC, a Delaware limited liability company (“Anchor”, and together with Oneida, each a “Borrower”, and collectively, “Borrowers”), Universal Tabletop, Inc., a Delaware corporation (“Parent”), and each other Subsidiary of Parent party thereto (together with Parent, each a “Guarantor”, and collectively, “Guarantors”), the financial institutions from time to time party to the Loan Agreement (as hereinafter defined) as lenders (such financial institutions, together with their respective successors and assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), Wells Fargo Bank, National Association, with an office located at 100 Park Avenue, 14th Floor, New York, New York 10017, as administrative agent for the Lenders (in its capacity as adminis
GOVERNANCE AGREEMENTGovernance Agreement • May 28th, 2013 • EveryWare Global, Inc. • Blank checks • Delaware
THIS GOVERNANCE AGREEMENT (this “Agreement”) is made and entered into as of May 21, 2013, by and between EveryWare Global, Inc. f/k/a ROI Acquisition Corp., a Delaware corporation (the “Company”), and each of Clinton Magnolia Master Fund, Ltd., an exempted company organized under the laws of the Cayman Islands, and Clinton Spotlight Master Fund, L.P., an exempted limited partnership organized under the laws of the Cayman Islands (collectively, “Sponsor”), Monomoy Capital Partners, L.P., a Delaware limited partnership, MCP Supplemental Fund, L.P., a Delaware limited partnership, Monomoy Executive Co-Investment Fund, L.P., a Delaware limited partnership, Monomoy Capital Partners II, L.P., a Delaware limited partnership, and MCP Supplemental Fund II, L.P., a Delaware limited partnership (collectively, the “MCP Funds”). All of the foregoing, collectively, the “Parties” and, each individually, a “Party”. Each capitalized term used, but not otherwise defined, herein has the respective meanin
TERM LOAN AGREEMENT DATED AS OF MAY 21, 2013 AMONG ANCHOR HOCKING, LLC, AS BORROWER AGENT, ONEIDA LTD., AS BORROWER, UNIVERSAL TABLETOP, INC., AS HOLDINGS, VARIOUS LENDERS FROM TIME TO TIME PARTY HERETO, DEUTSCHE BANK SECURITIES INC. AND JEFFERIES...Term Loan Agreement • May 28th, 2013 • EveryWare Global, Inc. • Blank checks • New York
This TERM LOAN AGREEMENT (“Agreement”) is entered into as of May 21, 2013, among ANCHOR HOCKING, LLC, a Delaware limited liability company (“Anchor”), ONEIDA LTD., a Delaware corporation (“Oneida” and together with Anchor, each individually a “Borrower” and collectively, “Borrowers”), UNIVERSAL TABLETOP, INC., a Delaware corporation (“Holdings”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent.
ROI ACQUISITION CORP.Administrative Services Agreement • October 14th, 2011 • ROI Acquisition Corp. • New York
Monomoy Capital Partners, L.P. MCP Supplemental Fund, L.P. Monomoy Executive Co-Investment Fund, L.P. Monomoy Capital Partners II, L.P. MCP Supplemental Fund II, L.P.Business Combination Agreement • May 28th, 2013 • EveryWare Global, Inc. • Blank checks
Reference: Business Combination Agreement and Plan of Merger, dated as of January 31, 2013, by and among EveryWare Global, Inc. f/k/a ROI Acquisition Corp. (the “Company”) and the other parties thereto (the “Merger Agreement”). Each capitalized term used but not defined herein has the meaning ascribed to such term in the Merger Agreement.
RATIFICATION AND AMENDMENT AGREEMENTRatification and Amendment Agreement • April 14th, 2015 • EveryWare Global, Inc. • Wholesale-furniture & home furnishings
This RATIFICATION AND AMENDMENT AGREEMENT (the “Ratification Agreement”), dated as of April 9, 2015, is by and among Wells Fargo Bank, National Association, a national banking association, in its capacity as administrative agent acting for and on behalf of the parties to the Loan Agreement (as defined below) as lenders (in such capacity, “Administrative Agent”) and its capacity as collateral agent acting on behalf of the parties to the Loan Agreement as Lenders and the other Secured Parties, in such capacity, the “Collateral Agent”, sometimes the Collateral Agent and Administrative Agent are referred to herein, collectively, as the “Agent”), the parties to the Loan Agreement as lenders (each individually, a “Lender” and collectively, “Lenders”), Oneida Ltd., a Delaware corporation, as Debtor and Debtor-in-Possession (the “Oneida”), Anchor Hocking, LLC, a Delaware limited liability company, as Debtor and Debtor-in-Possession (“Anchor”, and together with Oneida, each, individually a “Bor
SECURITIES PURCHASE AGREEMENT among EveryWare Global, Inc. and the Investors identified on the signature pages hereto Dated as of July 30, 2014Securities Purchase Agreement • July 31st, 2014 • EveryWare Global, Inc. • Wholesale-furniture & home furnishings • New York
THIS SECURITIES PURCHASE AGREEMENT dated as of July 30, 2014 (this “Agreement”), is among EveryWare Global, Inc., a Delaware corporation (the “Company”) and each investor identified on the signature pages hereto (individually, an “Investor” and collectively, the “Investors”). Unless otherwise defined, capitalized terms used in this Agreement are defined in Section 1(a).
CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • April 21st, 2014 • EveryWare Global, Inc. • Wholesale-furniture & home furnishings • New York
This CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE (the “Agreement”) is made and entered into by and between EVERYWARE GLOBAL, INC., its predecessors, affiliates, parent companies, subsidiaries, related business entities, successors, assigns, and all of their current, former, or retired officers, directors, principals, shareholders, owners, members, employees, employee benefit plan fiduciaries, and agents (all in their individual and representative capacities) (hereafter, the “Company” or “EveryWare”), and STEVE LEFKOWITZ, an individual (the “Executive” or “Lefkowitz”).
AMENDMENT NO. 3 TO FORBEARANCE AGREEMENTForbearance Agreement • July 23rd, 2014 • EveryWare Global, Inc. • Wholesale-furniture & home furnishings • New York
This AMENDMENT NO. 3 TO FORBEARANCE AGREEMENT (this “Amendment”) is entered into as of July 22, 2014, by and among ANCHOR HOCKING, LLC, a Delaware limited liability company (“Anchor”), ONEIDA LTD., a Delaware corporation (together with Anchor, each individually a “Borrower” and, collectively, the “Borrowers”), UNIVERSAL TABLETOP, INC., a Delaware corporation (“Holdings”), the Lenders party to the Term Loan Agreement (defined below) listed on the signature pages hereto and constituting the Required Lenders, each other Subsidiary of Holdings party hereto (collectively, the “Guarantors”) and DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Term Loan Agreement or the Forbearance Agreement (defined below), as applicable.
EVERYWARE GLOBAL , INC. 2013 OMNIBUS INCENTIVE COMPENSATION PLAN2013 Omnibus Incentive Compensation Plan • May 28th, 2013 • EveryWare Global, Inc. • Blank checks • Delaware
The purpose of this EveryWare Global, Inc. 2013 Omnibus Incentive Compensation Plan is to enhance the profitability and value of the Company for the benefit of its stockholders by enabling the Company to offer Eligible Individuals cash and stock-based incentives in order to attract, retain and reward such individuals and strengthen the mutuality of interests between such individuals and the Company’s stockholders. The Plan is effective as of the date set forth in ARTICLE XV.
EVERYWARE GLOBAL, INC. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • May 28th, 2013 • EveryWare Global, Inc. • Blank checks • Delaware
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.
EMPLOYMENT AGREEMENTEmployment Agreement • May 28th, 2013 • EveryWare Global, Inc. • Blank checks • New York
This Employment Agreement (the “Agreement”) is being entered into between EveryWare Global, Inc. (“EVERYWARE”) and Andrew Church (the “Executive”) as of this 21 day of August 2012. For and in consideration of the mutual promises contained herein, and for other good and sufficient consideration, receipt of which is hereby acknowledged, EVERYWARE and Executive (sometimes hereafter referred to as the “parties”) agree as follows:
SUPPLIER AGREEMENTSupplier Agreement • May 28th, 2013 • EveryWare Global, Inc. • Blank checks • Arkansas
This Supplier Agreement (“Agreement”) between the party listed below (“Supplier”) and Wal-Mart Stores, Inc., Wal-Mart Stores East, LP, Wal-Mart Stores East, Inc., Wal-Mart Stores Texas, LP, Sam’s West, Inc., Sam East, Inc. and affiliates (hereinafter referred to collectively as “Company”) sets forth Supplier’s qualifications and the general terms of the business relationship between Company and Supplier. The parties agree that all sales and deliveries of all Merchandise (as defined below) by Supplier to Company and all Orders (as defined below) by Company will be covered by and subject to the terms of this Agreement, the Standards for Suppliers (which is attached and incorporated by reference) and any Order signed or initialed (electronically or otherwise) by an Authorized Buyer (as defined below) for Company. This Agreement becomes effective on the date shown above and remains effective for the term set forth herein. The execution and submission of this Agreement does not imp
