Exhibit 10.2





September 18, 2015


 


ROI Acquisition Corp. II





601 Lexington Ave., 51st Floor





New York, NY 10022


 





	Re:	Letter Agreement Dated as of September 16, 2013 


 


Gentlemen:


 


Reference is made to that certain letter
(the “Letter Agreement”), dated as of September 16, 2013, among ROI Acquisition Corp. II, a Delaware
corporation (the “Company”), GEH Capital, Inc. (the “Sponsor”), Thomas J. Baldwin,
Joseph A. De Perio, George E. Hall, Francis A. Ruchalski and Daniel A. Strauss (each, an “Insider” and
collectively the “Insiders”), that was delivered in accordance with the Underwriting Agreement, dated
September 16, 2013, between the Company and Deutsche Bank Securities Inc., relating to the Company’s initial public offering.


 


On September 18, 2015, the Company received
approval of its stockholders to (i) amend the Company’s amended and restated certificate of incorporation to extend the date
by which the Company must consummate an initial business combination from September 20, 2015 to October 26, 2015 (the “Extension
Amendment”) and (ii) amend the Investment Management Trust Agreement, made effective as of September 16, 2013, by
and between the Company and Continental Stock Transfer & Trust Company (“Continental”), to extend
the date on which Continental must liquidate the trust account established in connection with the Company’s initial public
offering (the “trust account”) if the Company has not completed a business combination from September
20, 2015 to October 26, 2015 and to permit the withdrawal of funds from the trust account to pay stockholders who properly exercise
their redemption rights in connection with the Extension Amendment.


 


This letter (this “Amendment”)
amends the Letter Agreement to provide that October 26, 2015 is the date by which the Company must complete a business combination
or cease all operations and redeem shares of its common stock in accordance with the Company’s amended and restated certificate
of incorporation.


 


In acknowledgment and consideration of the
foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Sponsor
and the Insiders hereby agree with the Company as follows:


 


1.The Letter Agreement is hereby amended
by deleting the numbered item 2 in its entirety and replacing it with the following:


 


“The Sponsor and each Insider hereby agrees
that in the event that the Company fails to consummate a Business Combination (as defined in the Underwriting Agreement) by October
26, 2015, the Sponsor and Insiders shall take all reasonable steps to cause the Company to (i) cease all operations except for
the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of
the Common Stock sold as part of the Units in the Public Offering (the “Offering Shares”), at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of
franchise and income taxes payable and less up to $50,000 of interest to pay dissolution expenses), divided by the number of then
outstanding public shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including
the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s
board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide
for claims of creditors and other requirements of applicable law. The Sponsor and each Insider agrees to not propose any amendment
to the Company’s amended and restated certificate of incorporation that would affect the substance or timing of the Company’s
obligation to redeem 100% of the Offering Shares if the Company does not complete a Business Combination by October 26, 2015, unless
the Company provides its public stockholders with the opportunity to redeem their shares of Common Stock upon approval of any such
amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest
(which interest shall be net of franchise and income taxes payable), divided by the number of then outstanding public shares.


 






     


     


    

 


The Sponsor and each Insider acknowledges that it
or he has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other asset of the
Company as a result of any liquidation of the Company with respect to the Founder Shares. The Sponsor and each Insider hereby further
waives, with respect to any shares of the Common Stock held by it or him, if any, any redemption rights it or he may have in connection
with the consummation of a Business Combination, including, without limitation, any such rights available in the context of a stockholder
vote to approve such Business Combination or in the context of a tender offer made by the Company to purchase shares of the Common
Stock (although the Sponsor and Insiders shall be entitled to redemption and liquidation rights with respect to any shares of the
Common Stock (other than the Founder Shares) it or they hold if the Company fails to consummate a Business Combination by October
26, 2015.”


 


2.The Letter Agreement is hereby amended
by deleting paragraph (a) of numbered item 6 in its entirety and replacing it with the following:


 


“The Sponsor and each Insider hereby agrees
not to participate in the formation of, or become an officer or director of, any other blank check company until the Company has
entered into a definitive agreement with respect to a Business Combination or the Company has failed to complete a Business Combination
by October 26, 2015.”


 


3.The validity, interpretation and performance
of this Amendment shall be governed in all respects by the laws of the State of New York, without giving effect to conflict of
laws.


 


4.This Amendment may be executed in
any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same instrument.


 











     


     


    




 





The remaining provisions of the Letter Agreement
are otherwise restated and incorporated herein.









	 	Sincerely,
	 	 	 
	 	GEH CAPITAL, INC.
	 	 	 
	 	By:	/s/ Francis A. Ruchalski
	 	 	Name: Francis A. Ruchalski
	 	 	Title: Authorized Signatory


 


	 	By:	/s/ Thomas J. Baldwin
	 	 	Thomas J. Baldwin


 





	 	By:	/s/ Joseph A. De Perio
	 	 	Joseph A. De Perio


 





	 	By:	/s/ George E. Hall
	 	 	George E. Hall


 





	 	By:	/s/ Francis A. Ruchalski
	 	 	Francis A. Ruchalski


 





	 	By:	/s/ Daniel A. Strauss
	 	 	Daniel A. Strauss


 





	
        Acknowledged and Agreed:

         

        ROI ACQUISITION CORP. II
	 
	 	 	 
	By:	/s/ Thomas J. Baldwin	 
	 	
        Name: Thomas J. Baldwin

        Title: Chairman and Chief Executive Officer