SCHEDULE 13D JOINT FILING AGREEMENT
EXHIBIT 1
SCHEDULE 13D JOINT FILING AGREEMENT
In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.
Date: May 30, 2013
| MONOMOY CAPITAL PARTNERS, L.P. | ||
| By: | /s/ Xxxxxx Xxxxxxxx, under power of attorney | |
| MCP SUPPLEMENTAL FUND, L.P. | ||
| By: | /s/ Xxxxxx Xxxxxxxx, under power of attorney | |
| MONOMOY EXECUTIVE CO-INVESTMENT FUND, L.P. | ||
| By: | /s/ Xxxxxx Xxxxxxxx, under power of attorney | |
| MONOMOY CAPITAL PARTNERS II, L.P. | ||
| By: | /s/ Xxxxxx Xxxxxxxx, under power of attorney | |
| MONOMOY SUPPLEMENTAL FUND II, L.P. | ||
| By: | /s/ Xxxxxx Xxxxxxxx, under power of attorney | |
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| MONOMOY GENERAL PARTNER, L.P. | ||
| By: | /s/ Xxxxxx Xxxxxxxx, under power of attorney | |
| MONOMOY GENERAL PARTNER II, L.P. | ||
| By: | /s/ Xxxxxx Xxxxxxxx, under power of attorney | |
| MONOMOY ULTIMATE GP, LLC | ||
| By: | /s/ Xxxxxx Xxxxxxxx, under power of attorney | |
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EXHIBIT INDEX
Exhibit No.
| Exhibit 1 | Joint Filing Agreement among the Reporting Persons dated as of May 30, 2013. | |
| Exhibit 2 | Business Combination Agreement and Plan of Merger, dated as of January 31, 2013, by and among ROI Acquisition Corp., ROI Merger Sub Corp., ROI Merger Sub LLC and EveryWare Global, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on January 31, 2013). | |
| Exhibit 3 | Amendment No. 1 to Business Combination Agreement and Plan of Merger, dated as of May 8, 2013, by and among ROI Acquisition Corp., ROI Merger Sub Corp., ROI Merger Sub LLC and EveryWare Global, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on May 9, 2013). | |
| Exhibit 4 | Registration Rights Agreement, dated as of May 21, 2013, among MCP, MCP Supplemental Fund, Co-Investment Fund, MCP II and MCP Supplemental Fund II, the Issuer and certain other stockholders of the Issuer (incorporated by reference to Exhibit 10.5 to the Issuer’s Current Report on Form 8-K filed on May 28, 2013). | |
| Exhibit 5 | Lockup Agreement, dated as of May 21, 2013, among MCP, MCP Supplemental Fund, Co-Investment Fund, MCP II and MCP Supplemental Fund II and the Issuer (incorporated by reference to Exhibit 10.6 to the Issuer’s Current Report on Form 8-K filed on May 28, 2013). | |
| Exhibit 6 | Governance Agreement, dated as of May 21, 2013, among MCP, MCP Supplemental Fund, Co-Investment Fund, MCP II and MCP Supplemental Fund II, Xxxxxxx Xxxxxxxx Master Fund, Ltd. and the Issuer (incorporated by reference to Exhibit 10.7 to the Issuer’s Current Report on Form 8-K filed on May 28, 2013). | |
| Exhibit 7 | Letter Agreement, dated as of May 21, 2013, among MCP, MCP Supplemental Fund, Co-Investment Fund, MCP II and MCP Supplemental Fund II and the Issuer (incorporated by reference to Exhibit 10.9 to the Issuer’s Current Report on Form 8-K filed on May 28, 2013) | |
| Exhibit 8 | Third Amended and Restated Certificate of Incorporation of EveryWare Global, Inc. (incorporated by reference to Exhibit 3.1 to the Issuer’s Current Report on Form 8-K filed on May 28, 2013). | |
| Exhibit 9 | Amended and Restated Bylaws of EveryWare Global, Inc. (incorporated by reference to Exhibit 3.2 to the Issuer’s Current Report on Form 8-K filed on May 28, 2013). | |
| Exhibit 10 | Powers of Attorney for the Reporting Persons, dated May 15, 2013 (previously filed in connection with the Reporting Persons’ Form 3 dated May 23, 2013). | |
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ANNEX A
Monomoy Capital Partners, L.P.
There are no executive officers or directors appointed at Monomoy Capital Partners, L.P. The general partner of Monomoy Capital Partners, L.P. is Monomoy General Partner, L.P. The general partner of Monomoy General Partner, L.P. is Monomoy Ultimate GP, LLC. The name and principal occupation of each of the executive officers and members of Monomoy Ultimate GP, LLC is set forth below.
MCP Supplemental Fund, L.P.
There are no executive officers or directors appointed at MCP Supplemental Fund, L.P. The general partner of MCP Supplemental Fund, L.P. is Monomoy General Partner, L.P. The general partner of Monomoy General Partner, L.P. is Monomoy Ultimate GP, LLC. The name and principal occupation of each of the executive officers and members of Monomoy Ultimate GP, LLC is set forth below.
Monomoy Executive Co-Investment Fund, L.P.
There are no executive officers or directors appointed at Monomoy Executive Co-Investment Fund, L.P. The general partner of Monomoy Executive Co-Investment Fund, L.P. is Monomoy General Partner, L.P. The general partner of Monomoy General Partner, L.P. is Monomoy Ultimate GP, LLC. The name and principal occupation of each of the executive officers and members of Monomoy Ultimate GP, LLC is set forth below.
Monomoy Capital Partners II, L.P.
There are no executive officers or directors appointed at Monomoy Capital Partners II, L.P. The general partner of Monomoy Capital Partners II, L.P. is Monomoy General Partner II, L.P. The general partner of Monomoy General Partner II, L.P. is Monomoy Ultimate GP, LLC. The name and principal occupation of each of the executive officers and members of Monomoy Ultimate GP, LLC is set forth below.
MCP Supplemental Fund II, L.P.
There are no executive officers or directors appointed at MCP Supplemental Fund II, L.P. The general partner of MCP Supplemental Fund II, L.P. is Monomoy General Partner II, L.P. The general partner of Monomoy General Partner II, L.P. is Monomoy Ultimate GP, LLC. The name and principal occupation of each of the executive officers and members of Monomoy Ultimate GP, LLC is set forth below.
Monomoy General Partner, L.P.
There are no executive officers or directors appointed at Monomoy General Partner, L.P. The general partner of Monomoy General Partner, L.P. is Monomoy Ultimate GP, LLC. The name and principal occupation of each of the executive officers and members of Monomoy Ultimate GP, LLC is set forth below.
Monomoy General Partner II, L.P.
There are no executive officers or directors appointed at Monomoy General Partner II, L.P. The general partner of Monomoy General Partner II, L.P. is Monomoy Ultimate GP, LLC. The name and principal occupation of each of the executive officers and members of Monomoy Ultimate GP, LLC is set forth below.
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Monomoy Ultimate GP, LLC
The following table sets forth the names and principal occupations of the executive officers Monomoy Ultimate GP, LLC.
| Name |
Principal Occupation | |
| Xxxxxx Xxxxxx | Managing Director and member of the Board of Managers of Monomoy Ultimate GP, LLC | |
| Xxxxxx Xxxxxxxxxxx | Managing Director and member of the Board of Managers of Monomoy Ultimate GP, LLC | |
| Xxxxxxx Xxxxxxx | Managing Director and member of the Board of Managers of Monomoy Ultimate GP, LLC | |
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