12,500,000 Units1 ROI Acquisition Corp. II UNDERWRITING AGREEMENTUnderwriting Agreement • September 12th, 2013 • ROI Acquisition Corp. II • Blank checks • New York
ROI Acquisition Corp. II, a corporation organized under the laws of Delaware (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as sole representative, 12,500,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 1,875,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized
AMENDED AND RESTATED SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • September 12th, 2013 • ROI Acquisition Corp. II • Blank checks • Delaware
THIS AMENDED AND RESTATED SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of August 19, 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.
