7,500,000 Units ROI ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • December 19th, 2011 • 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).
December ______, 2011Letter Agreement • December 19th, 2011 • ROI Acquisition Corp. • Blank checks
SECURITIES PURCHASE OPTION AGREEMENTSecurities Purchase Option Agreement • December 19th, 2011 • ROI Acquisition Corp. • Blank checks • New York
This SECURITIES PURCHASE OPTION AGREEMENT (this “Agreement”) is made as of this ____ day of _______, 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”).
UNIT PURCHASE AGREEMENTUnit Purchase Agreement • December 19th, 2011 • ROI Acquisition Corp. • Blank checks • New York
This UNIT PURCHASE AGREEMENT (this “Agreement”) is made as of this ____ day of _______, 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 Thomas J. Baldwin, an individual (“Baldwin”).
RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENTRight of First Refusal And • December 19th, 2011 • ROI Acquisition Corp. • Blank checks • New York
THIS RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this “Agreement”) is made as of [ ], 2011 by and among ROI Acquisition Corp., a Delaware corporation (the “Company”), and Clinton Group, Inc., a Delaware corporation (“CGI”) and Clinton Magnolia Master Fund, Ltd. (the “Fund” and together with CGI, 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”).
ROI ACQUISITION CORP.ROI Acquisition Corp. • December 19th, 2011 • Blank checks • New York
