EXECUTION VERSION


 







Exhibit 10.7


 








September 21, 2015


 


ROI Acquisition Corp. II

601 Lexington Ave., 51st Floor

New York, NY 10022


 


Re: Underwriting Agreement


 


Ladies and Gentlemen:


 


Reference is made to
that certain Underwriting Agreement (the “Underwriting Agreement”), dated as of September 16, 2013, by
and among ROI Acquisition Corp. II, a Delaware corporation (the “Company”), and Deutsche Bank Securities
Inc., as representative (the “Representative”) of the several underwriters named on Schedule I to the
Underwriting Agreement (collectively, the “Underwriters”). Except as otherwise specifically provided
herein, all capitalized terms used herein shall have the meanings ascribed to them in the Underwriting Agreement.


 


The Underwriting Agreement
is hereby amended by this letter agreement (the “Amendment”), effective as of the date first listed above,
as follows:


 


		1.	The following quoted language “by twenty-one (21) months from the date of the consummation
of the Offering (or twenty-four (24) months from the closing of the Offering if the Company has executed a letter of intent, agreement
in principle or definitive agreement for a Business Combination within twenty-one (21) months from the closing of the Offering
but has not completed the Business Combination within such 21-month period)” and “within twenty-one (21) months from
the closing of the Offering (or twenty-four (24) months from the closing of the Offering if the Company has executed a letter of
intent, agreement in principle or definitive agreement for a Business Combination within twenty-one (21) months from the closing
of the Offering but has not completed the Business Combination within such 21-month period)” in Section 5(ff) of the Underwriting
Agreement are both hereby replaced with “by October 26, 2015.”



 


		2.	The following quoted language “within twenty-one (21) months from the date of the consummation
of the Offering (or twenty-four (24) months from the closing of the Offering if the Company has executed a letter of intent, agreement
in principle or definitive agreement for a Business Combination within twenty-one (21) months from the closing of the Offering
but has not completed the Business Combination within such 21-month period)” in Section 5(hh) of the Underwriting Agreement
is hereby replaced with “by October 26, 2015.”



 


Except as expressly
modified herein, all of the terms of the Underwriting Agreement shall remain in full force and effect. This Amendment may be executed
in two or more counterparts, each of which shall be deemed an original but all of which shall constitute the same Amendment.


 






     


     


    

 


This Letter Agreement
shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be
performed within the State of New York. Any legal suit, action or proceeding arising out of or based upon this Letter Agreement
or the transactions contemplated hereby shall be instituted in (i) the federal courts of the United States of America located in
the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County
of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits
to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court,
as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process,
summons, notice or document by mail to such party’s address set forth in the Underwriting Agreement shall be effective service
of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive
any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally
waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court
has been brought in an inconvenient forum.


 


The Company hereby
irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding
arising out of or relating to this Letter Agreement or the transactions contemplated hereby.


 









     


     


    

 


If the foregoing is in accordance with your
understanding of our agreement, kindly indicate your acceptance in the space provided for that purpose below, whereupon it will
become a binding agreement among the Company and the several Underwriters in accordance with its terms.


 


	 	Very truly yours,
	 	 
	 	ROI ACQUISITION CORP. II
	 	 
	 	By:	/s/ Thomas J. Baldwin
	 	 	Name: Thomas J. Baldwin
	 	 	Title: Chairman and Chief Executive Officer
	 	 	 


 


The foregoing Amendment


is hereby confirmed and accepted as


of the date first above written.


 


 


DEUTSCHE BANK SECURITIES INC.


 


 


As Representative of the several


Underwriters listed on Schedule I

to the Underwriting Agreement


 


 


	By: 	DEUTSCHE BANK SECURITIES INC.	 
	 	 	 
	 	 	 
	By:	/s/ Ed Sunoo	 
	 	Name: Ed Sunoo	 
	 	Title: Managing Director	 
	 	 	 
	 	 	 
	By:	Mahesh Srinivasan	 
	 	Name: Mahesh Srinivasan	 
	 	Title: Director