Exhibit 10.1 


 


 





AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT
TRUST AGREEMENT 


 


THIS AMENDMENT NO. 1 TO THE INVESTMENT
MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of September 18, 2015, by and between ROI Acquisition
Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company,
a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically
defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).


 


WHEREAS, on September 20, 2013, the Company
consummated an initial public offering (the “Offering”) of units of the Company’s equity securities,
each such unit comprised of one share of the Company’s common stock, par value $0.0001 per share (“Common Stock”),
and one warrant, each warrant entitling the holder thereof to purchase one-half of one share of Common Stock;


 


WHEREAS, the Company entered into an Underwriting
Agreement with Deutsche Bank Securities Inc. as representative of the several underwriters named therein (the “Underwriting
Agreement”);


 


WHEREAS, $125,000,000 of the gross proceeds
of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting Agreement) were delivered to the Trustee
to be deposited and held in a segregated trust account located in the United States (the “Trust Account”)
for the benefit of the Company and the holders of the Company’s Common Stock included in the Units issued in the Offering
pursuant to the investment management trust agreement made effective as of September 16, 2013 by and between the Company and the
Trustee (the “Original Agreement”);


 


WHEREAS, the Company has sought the approval
of its Public Stockholders at a meeting of its stockholders to: (i) extend the date before which the Company must complete a business
combination from September 20, 2015 to October 26, 2015 (the “Extension Amendment”) and (ii) extend the
date on which the Trustee must liquidate the Trust Account if the Company has not completed a business combination from September
20, 2015 to October 26, 2015 (the “Trust Amendment”);


 


WHEREAS, holders of at least sixty-five
percent (65%) of the Company’s outstanding shares of common stock approved the Extension Amendment and the Trust Amendment;
and


 


WHEREAS, the parties desire to amend and
restate the Original Agreement to, among other things, reflect amendments to the Original Agreement contemplated by the Trust Amendment.


 


NOW, THEREFORE, in consideration of the
mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
and intending to be legally bound hereby, the parties hereto agree as follows:


 


1.Amendment of Trust Agreement.


 





1.1.Section 1(i) of the Original Agreement
is hereby amended and restated in its entirety as follows:


 


“(i) Commence liquidation of the Trust Account
only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination
Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B signed on behalf
of the Company by its Chief Executive Officer, Chief Financial Officer or Chairman of the board of directors (the “Board”)
or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property 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 that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other
documents referred to therein, or (y) October 26, 2015, if a Termination Letter has not been received by the Trustee prior to such
date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter
attached as Exhibit B and the Property 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 that may be released to the Company to pay dissolution expenses), shall be distributed
to the Public Stockholders of record as of such date; provided, however, that in the event the Trustee receives a Termination Letter
in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received
no such Termination Letter by October 26, 2015, the Trustee shall keep the Trust Account open until twelve (12) months following
the date the Property has been distributed to the Public Stockholders;”


 






     


     


    

 


		1.2.	A new Section 1(k) is hereby added to the Original Agreement as follows:



 


“(k) Upon written request from the Company,
which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D (a “Stockholder
Redemption Withdrawal Instruction”), the Trustee shall distribute to the Company the amount requested by the Company
to be used to redeem shares of Common Stock from Public Stockholders in the event that the Company’s stockholders approve
an amendment to the Company’s amended and restated certificate of incorporation to extend the time period in which the Company
must complete its initial Business Combination or liquidate the Trust Account. The written request of the Company referenced above
shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility
to look beyond said request.”


 


		1.3.	Section 1(k) of the Original Agreement is hereby amended and restated in its entirety as follows:



 


“(l) Not make
any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), (j) or (k) above; and” 


 


		1.4.	Exhibit B of the Original Agreement is hereby amended and restated in its entirety as follows:



 


“EXHIBIT B

 

[Letterhead of Company]

 

[Insert date] 


 


Continental Stock Transfer& Trust Company

17 Battery Place

New York, New York 10004

Attn: Steven G. Nelson or Frank Di Paolo


 


Re: Trust Account No.     Termination
Letter


 


Gentlemen:


 


Pursuant to Section 1(i) of the Investment Management
Trust Agreement between ROI Acquisition Corp. II (“Company”) and Continental Stock Transfer & Trust
Company (“Trustee”), dated as of September 16, 2013 (as amended from time to time, the “Trust
Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target
Business (“Business Combination”) within the time frame specified in the Company’s Amended and
Restated Certificate of Incorporation. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust
Agreement.


 


In accordance with the terms of the Trust Agreement, we hereby
authorize you to liquidate all of the assets in the Trust Account on         , 20  
and to transfer the total proceeds into the trust checking account at JP Morgan Chase Bank, N.A. to await distribution to the Public
Stockholders. The Company has selected October 26, 2015 as the record date for the purpose of determining the Public Stockholders
entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity
as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders in accordance with the terms
of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all the
funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations
under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(j) of the Trust Agreement.


 






     


     


    

 


	 	Very truly yours,
	 	 
	 	ROI Acquisition Corp. II
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 





cc: Deutsche
Bank Securities Inc.”


 


 


		1.5.	A new Exhibit D is hereby added to the Original Agreement as follows:



 


“EXHIBIT D

 

[Letterhead of Company]

 

[Insert date] 


 


Continental Stock Transfer & Trust Company

17 Battery Place

New York, New York 10004

Attn: Cynthia Jordan, Vice President


 


Re: Trust Account No.     Stockholder
Redemption Withdrawal Instruction


 


Gentlemen:


 


Pursuant to Section 1(k) of the Investment Management
Trust Agreement between ROI Acquisition Corp. II (the “Company”) and Continental Stock Transfer &
Trust Company (the “Trustee”), dated as of September 16, 2013 (the “Trust Agreement”),
the Company hereby requests that you deliver to the Company $     of the principal and interest income earned
on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust
Agreement.


 


The Company needs such funds to pay its public stockholders
who have properly elected to have their shares of Common Stock redeemed by the Company in connection with the stockholder vote
to approve an amendment to the Company’s amended and restated certificate of incorporation to extend the time in which the
Company must complete a Business Combination or liquidate the Trust Account. As such, you are hereby directed and authorized to
transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 





	 	Very truly yours,
	 	 
	 	ROI Acquisition Corp. II
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 cc: Deutsche Bank Securities Inc.”


 





		2.	Miscellaneous Provisions.



  


2.1.Successors.  All
the covenants and provisions of this Amendment by or for the benefit of the Company or the Trustee shall bind and inure to the
benefit of their permitted respective successors and assigns.


 






     


     


    




 


2.2.Severability.  This
Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the
validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.





 


2.3.Applicable Law.  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.





 


2.4.Counterparts.  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.





 


2.5.Effect of Headings.  The
section headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation thereof.


 





2.6.Entire Agreement.  The
Original Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes all prior
agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the
subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled
and terminated.


 


[Signature page follows]


 


 






     


     


    

 


IN WITNESS WHEREOF, the parties hereto have
caused this Amendment to be duly executed as of the date first above written.


 





	 	Continental Stock Transfer & Trust Company, as Trustee
	 	 
	 	By:	/s/ Frank A. Di Paolo
	 	 	Name:	Frank A. Di Paolo
	 	 	Title:	Vice President
	 	 	 


  


	 	ROI Acquisition Corp. II
	 	 
	 	By:	/s/ Thomas J. Baldwin
	 	 	Name:	Thomas J. Baldwin
	 	 	Title:	Chairman and Chief Executive Officer
	 	 	 


 


 


 


 


 


[Signature Page to Amendment to Investment
Management Trust Agreement]