Exhibit 10.5


 







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, between ROI Acquisition Corp. II, a Delaware
corporation (the “Company”), and the undersigned 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 undersigned
hereby agrees with the Company as follows:


 


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


 


“The undersigned 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, he
or she 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 undersigned agrees that he or she will 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 undersigned acknowledges that he or she 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 undersigned hereby further waives, with respect
to any shares of the Common Stock held by him or her, any redemption rights he or she 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 undersigned shall be entitled to redemption and liquidation rights with respect to any shares of the Common Stock (other than
the Founder Shares) he or she holds if the Company fails to consummate a Business Combination by October 26, 2015.”


 


2.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.


 


3.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,
	 	 	 
	 	By:	/s/ Jamal Mashburn
	 	 	Jamal Mashburn


 


	
        Acknowledged and Agreed:

          

        ROI ACQUISITION CORP. II

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

        

        Title: Chairman and Chief Executive Officer