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”).
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.
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.
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”).
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”).
