AGREEMENT AND PLAN OF MERGER by and among ASCEND TELECOM INFRASTRUCTURE PRIVATE LIMITED, ASCEND TELECOM HOLDINGS LIMITED, ROI Acquisition Corp. ii and NSR-PE MAURITIUS LLC Dated July 23, 2015Merger Agreement • July 23rd, 2015 • ROI Acquisition Corp. II • Blank checks • New York
This Agreement and Plan of Merger (this “Agreement”) is entered into on July 23, 2015 by and among Ascend Telecom Infrastructure Private Limited, a private limited company organized under the laws of India (the “Company”), Ascend Telecom Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Holdco”), ROI Acquisition Corp. II, a Delaware corporation (“ROI”), and NSR-PE Mauritius LLC, a Mauritius private company limited by shares (“NSR”) solely for the limited purposes of Sections 1.4, 1.5, 1.6, 2.1(c), 2.2, 2.4, 2.20, 2.282.28, 2.29, 4.6, 4.12, 4.13, the second sentence of Section 4.18, 5.11, Article 7 and Article 10. All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Article 9 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise. The Company, Holdco, NSR and ROI may also be referred to collectively herein as the “Parties” and individually
