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.
Exhibit 10.9
EXECUTION VERSION
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.
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
May 21, 2013
EveryWare Global, Inc. (f/k/a ROI Acquisition Corp.)
000 X. Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxx Love
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.
Ladies and Gentlemen:
Each of the MCP Funds hereby agrees with the Company that it will not vote any shares of Parent Common Stock which it Beneficially Owns in favor of any proposal to destagger or declassify the Parent Board which would take effect prior to the third (3rd) anniversary of the Closing Date. As used herein, “Beneficially Own” means that any of the foregoing MCP Funds has or shares the right, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, to vote shares of Parent Common Stock.
[Signature Page Follows]
| Very truly yours, | ||
| MONOMOY CAPITAL PARTNERS, L.P. | ||
| By: Monomoy General Partner, L.P. Its: General Partner | ||
| By: Monomoy Ultimate GP, LLC Its: General Partner | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx
as a tenant in common with: | ||
| MCP SUPPLEMENTAL FUND, L.P. | ||
| By: Monomoy General Partner, L.P. Its: General Partner | ||
| By: Monomoy Ultimate GP, LLC Its: General Partner | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx Its: Partner
and as a tenant in common with: | ||
| MONOMOY EXECUTIVE CO-INVESTMENT FUND, L.P. | ||
| By: Monomoy General Partner, L.P. Its: General Partner | ||
| By: Monomoy Ultimate GP, LLC Its: General Partner | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx Its: Partner | ||
[Signature Page to Letter Agreement]
| MONOMOY CAPITAL PARTNERS II, L.P. | ||
| By: Monomoy General Partner II, L.P. Its: General Partner | ||
| By: Monomoy Ultimate GP, LLC Its: General Partner | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx Its: Partner | ||
| MCP SUPPLEMENTAL FUND II, L.P. | ||
| By: Monomoy General Partner II, L.P. Its: General Partner | ||
| By: Monomoy Ultimate GP, LLC Its: General Partner | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx Its: Partner | ||
Accepted, acknowledged and agreed:
(F/K/A ROI ACQUISITION CORP.)
| By: | /s/ Xxxxx Love | |
| Name: Xxxxx Love | ||
| Title: Senior Vice President, General Counsel and Secretary | ||
[Signature Page to Letter Agreement]
