0000950123-13-004821 Sample Contracts

AMENDED AND RESTATED SPONSOR WARRANTS PURCHASE AGREEMENT
Sponsor Warrants Purchase Agreement • July 19th, 2013 • ROI Acquisition Corp. II • Blank checks • Delaware

THIS AMENDED AND RESTATED SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of July [ ], 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.

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 19th, 2013 • ROI Acquisition Corp. II • Blank checks • Delaware

This Securities Purchase Agreement (this “Agreement”), effective as of June 28, 2013, is made and entered into by and between ROI Acquisition Corp. II, a Delaware corporation (the “Company”), and GEH Capital, Inc., a Delaware corporation (“Buyer”).

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