INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This investment management
trust agreement (“Agreement”) is made as of February 22, 2012, by and between ROI Acquisition Corp. (the “Company”),
a Delaware corporation and Continental Stock Transfer & Trust Company (the “Trustee”) located at 17 Battery
Place, New York, New York 10004. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the
Registration Statement.


 


WHEREAS, the Company’s
initial registration statement, as amended, on Form S-1, Registration No. 333-177340 (the “Registration Statement”),
for its initial public offering of securities (the “IPO”) has been declared effective as of the date hereof
by the Securities and Exchange Commission (the “Commission”); and


 


WHEREAS, Deutsche
Bank Securities Inc. is acting as the representative of the several underwriters in the IPO (the “Underwriters”)
pursuant to an underwriting agreement (the “Underwriting Agreement”); and


 


WHEREAS, simultaneously
with the IPO, ROIC Acquisition Holdings LP (the “Sponsor”), the sponsor of the Company, will be purchasing an
aggregate of 4,166,667 warrants (“Sponsor Warrants”) from the Company for an aggregate purchase price of $3,125,000;
and


 


WHEREAS, simultaneously
with the IPO, Thomas J. Baldwin (the “Chairman”), the Chairman of the Company, will be purchasing an aggregate
of 10,000 units (“Private Placement Units”) from the Company for an aggregate purchase price of $100,000; and


 


WHEREAS, as described
in the Registration Statement, and in accordance with the Company’s Certificate of Incorporation, (as amended, the “Certificate
of Incorporation”), $75,100,000 of the gross proceeds of the IPO and sale of the Sponsor Warrants ($86,068,750 if the
Underwriters’ over-allotment option is exercised in full) will be delivered to the Trustee to be deposited and held in a
trust account (the “Trust Account”) for the benefit of the Company and the holders of the Company’s common
stock, par value $0.0001 per share (the “Common Stock”), issued in the IPO as hereinafter provided and in the
event the Units are registered in Colorado, pursuant to Section 11-51-302(6) of the Colorado Revised Statutes (the “Colorado
Statute”). The aggregate amount to be delivered to the Trustee will be referred to herein as the “Property,”
the common stockholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Stockholders,”
and the Public Stockholders and the Company will be referred to together as the “Beneficiaries”; and


 


WHEREAS, pursuant
to certain provisions in the Company’s Certificate of Incorporation, the Public Stockholders may, regardless of how such
stockholder votes in connection with the Company’s merger, capital stock exchange, asset acquisition, stock purchase, reorganization,
or any other similar business combination with operating businesses or assets (a “Business Combination”), demand
the Company redeem such Public Stockholder’s Common Stock into cash or redeem such Common Stock pursuant to a tender offer
pursuant to the Rule 13e-4 and Regulation 14E of the Commission, as applicable, and based upon the Company’s choice of proceeding
under the proxy rules or tender offer rules, each as promulgated by the Commission (“Redemption Rights”); and


 


WHEREAS, pursuant
to the Underwriting Agreement, a portion of the Property equal to 3.0% of the gross proceeds of the IPO will be payable to the
Underwriters in the event of consummation of a Business Combination (the “Deferred Fee”); and


 


WHEREAS, pursuant
to the Underwriting Agreement, the Deferred Fee is payable solely upon the consummation of the Company’s Business Combination
and pursuant to the terms thereof; and


 


WHEREAS, the Company
and the Trustee are entering into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold
the Property.


 


NOW THEREFORE, IT IS
AGREED:


 


1.Agreements
and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 






    	 



    	 



    
 


(a)Hold the Property
in trust for the Beneficiaries in accordance with the terms of this Agreement, including the terms of Section 11-51-302(6) of the
Colorado Statute, in Trust Accounts which shall be established by the Trustee at J. P. Morgan Chase Bank, N. A. and at a brokerage
institution in the United States selected by the Trustee that is reasonably satisfactory to the Company;


 


(b)Manage, supervise
and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c)In a timely
manner, upon the written instruction of the Company, to invest and reinvest the Property in U.S. government treasury bills with
a maturity of 180 days or less, and/or money market funds that invest solely in U.S. Treasuries selected by the Company meeting
the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended,
as determined by the Company.


 


(d)Collect and
receive, when due, all principal and interest income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 


(e)Notify the
Company of all communications received by it with respect to any Property requiring action by the Company;


 


(f)Supply any
necessary information or documents as may be requested by the Company in connection with the Company’s preparation of its
tax returns;


 


(g)Participate
in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when reasonably
indemnified by the Company and instructed by the Company to do so, so long as the Company shall have advanced funds sufficient
to pay the Trustee’s expenses incident thereto.


 


(h)Render to the
Company, and to such other person as the Company may instruct, monthly written statements of the activities of, and amounts in,
the Trust Account, reflecting all receipts and disbursements of the Trust Account; and


 


(i)Commence liquidation
of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination
Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto,
signed on behalf of the Company by an executive officer and complete the liquidation of the Trust Account and distribute the Property
in the Trust Account only as directed by the Company; provided, however, that in the event that a Termination Letter
has not been received by the Trustee by 11:59 P.M. New York City time on the 21-month anniversary of the closing of the IPO, the
Trust Account shall be liquidated as soon as practicable thereafter in accordance with the procedures set forth in the Termination
Letter attached as Exhibit B hereto and distributed to the Public Stockholders of record at the close of trading (4:00 P.M.
New York City time) on such 21 month anniversary date. For the purposes of clarity, any transmission of such Termination Letter
electronically, whether by facsimile, electronic mail (e-mail), pdf or otherwise, shall constitute an original of such Termination
Letter hereunder.


 


2.Limited Distributions
of Income from Trust Account.


 


(a)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
C, the Trustee shall distribute to the Company by wire transfer from the income collected on the Property the amount necessary
to cover any tax obligation owed by the Company.


 


(b)The Company
may withdraw funds from the Trust Account for working capital purposes by delivery of Exhibit C to the Trustee. The distributions
referred to herein shall be made only from income collected on the Property.


 


(c)Also by delivery
of Exhibit C and only if the Company elects to seek a stockholder vote in connection with the Business Combination, the
Company may request the release of funds necessary to repurchase up to fifteen percent (15%) of its Common Stock. In connection
therewith, the Company shall deliver, in addition to Exhibit C, a “trade ticket” or similar confirmation evidencing
such purchase by the Company. Upon receipt of such evidence, the Trustee shall, as soon as practicable, release the necessary funds
to the Company in order to complete such trade within two trading days of the trade date. The Trustee shall pay to the Company
such amount equal to: (x) the number of shares of Common Stock purchased (evidenced by the trade ticket) multiplied by (y) an amount
not to exceed the pro rata per share amount held in the Trust Account; provided, however, in no event shall the Trustee
release funds to repurchase in excess of 1,125,000 shares of Common Stock (1,293,750 if the over-allotment option of the IPO is
exercised in full or such other amount provided to the Trustee if the over-allotment option is partially exercised but not to exceed
1,293,750 shares of Common Stock).


 






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(d)In no event
shall the payments authorized by Sections 2(a) and 2(b) cause the amount in the Trust Account to fall below the amount initially
deposited into the Trust Account. Except as provided in Sections 2(a), 2(b) and 2(c) above, no other distributions from the Trust
Account shall be permitted except in accordance with Section 1(i) hereof.


 


(e)The written
request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to such funds, and the
Trustee has no responsibility to look beyond said request.


 


3.Agreements
and Covenants of the Company. The Company hereby agrees and covenants to:


 


(a)Give all instructions
to the Trustee hereunder in writing or the electronic equivalent, signed by the Company’s President, Chief Executive Officer
or Chief Financial Officer, and as specified in Section 1(i). In addition, except with respect to its duties under Sections 1(i),
2(a), 2(b) and 2(c) above, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal, electronic
or telephonic advice or instruction which the Trustee in good faith believes to be given by any one of the persons authorized above
to give written instructions, provided that the Company shall promptly confirm such instructions in writing;


 


(b)Subject to
the provisions of Section 5, hold the Trustee harmless and indemnify the Trustee from and against, any and all expenses, including
reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by the trustee
hereunder or any claim, potential claim, action, suit or other proceeding brought against the Trustee involving any claim, or in
connection with any claim or demand which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder,
or the Property or any income earned from investment of the Property, except for expenses and losses resulting from the Trustee’s
gross negligence or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement
of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this section, it shall notify
the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall
have the right to conduct and manage the defense against such Indemnified Claim, provided, that the Trustee shall obtain the consent
of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not
agree to settle any Indemnified Claim without the prior written consent of the Company, which consent shall not be unreasonably
withheld. The Company may participate in such action with its own counsel;


 


(c)Pay the Trustee
the fees set forth on Schedule A hereto;


 


(d)In connection
with the vote, if any, of the Company’s stockholders regarding a Business Combination, provide to the Trustee an affidavit
or certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating stockholder votes verifying
the vote of the Company’s stockholders regarding such Business Combination; and


 


(e)In the event
that the Company directs the Trustee to commence liquidation of the Trust Account pursuant to Section 1(i), the Company agrees
that it will not direct the Trustee to make any payments that are not specifically authorized by this Agreement.


 


(f)Promptly after
the Deferred Fee shall become determinable on a final basis, to provide the Trustee notice in writing (with a copy to Deutsche
Bank Securities Inc.) of the total amount of the Deferred Fee.


 






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4.Limitations
of Liability. The Trustee shall have no responsibility or liability to:


 


(a)Imply obligations,
perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that
which is expressly set forth herein;


 


(b)Take any action
with respect to the Property, other than as directed in Sections 1 and 2 hereof and the Trustee shall have no liability to any
party except for liability arising out of its own gross negligence or willful misconduct;


 


(c)Institute any
proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any
kind with respect to, any of the Property unless and until the Trustee shall have received written instructions from the Company
given as provided herein to do so and the Company shall have advanced to the Trustee funds sufficient to pay any expenses incident
thereto;


 


(d)Change the
investment of any Property, other than in compliance with Section 1(c);


 


(e)Refund any
depreciation in principal of any Property;


 


(f)Assume that
the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise
in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(g)The other parties
hereto or to anyone else for any action taken or omitted by the Trustee, or any action suffered by the Trustee to be taken or omitted,
in good faith and in the exercise of the Trustee’s own best judgment, except for its gross negligence or willful misconduct.
The Trustee may rely conclusively and shall be protected in acting upon any order, judgment, instruction, notice, demand, certificate,
opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be Company counsel), statement, instrument,
report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also
as to the truth and acceptability of any information therein contained) which is believed by the Trustee, in good faith, to be
genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand,
or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written
instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected,
unless it shall give its prior written consent thereto;


 


(h)Verify the
correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the
Company or any other action taken by it is as contemplated by the Registration Statement; and


 


(i)Prepare, execute
and file tax reports, income or other tax returns and pay any taxes with respect to income and activities relating to the Trust
Account, regardless of whether such tax is payable by the Trust Account or the Company (including but not limited to income tax
obligations), it being expressly understood that as set forth in Section 2(a), if there is any income or other tax obligation relating
to the Trust Account or the Property in the Trust Account, as determined from time to time by the Company and regardless of whether
such tax is payable by the Company or the Trust, at the written instruction of the Company, the Trustee shall make funds available
in cash from the Property in the Trust Account an amount specified by the Company as owing to the applicable taxing authority,
which amount shall be paid directly to the Company by electronic funds transfer, account debit or other method of payment, and
the Company shall forward such payment to the taxing authority;


 


(j)Pay or report
any taxes on behalf of the Trust Account other than pursuant to Section 2(a).


 


(k)Verify calculations,
qualify or otherwise approve Company requests for distributions pursuant to Sections 1(i), 2(a), 2(b) or 2(c).


 






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5.No Right
of Set-Off. The Trustee waives any right of set-off or any right, title, interest or claim of any kind that the Trustee may
have against the Property held in the Trust Account. In the event the Trustee has a claim against the Company under this Agreement,
including, without limitation, under Section 3(b), the Trustee will pursue such claim solely against the Company and not against
the Property held in the Trust Account.


 


6.Termination.
This Agreement shall terminate as follows:


 


(a)If the Trustee
gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts
to locate a successor trustee during which time the Trustee shall act in accordance with this Agreement. At such time that the
Company notifies the Trustee that a successor trustee has been appointed by the Company and has agreed to become subject to the
terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but
not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall
terminate; provided, however, that, in the event the Company does not locate a successor trustee within ninety (90) days of receipt
of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited with any court
in the State of New York or with the United States District Court for the Southern District of New York and upon such deposit,
the Trustee shall be immune from any liability whatsoever; or


 


(b)At such time
that the Trustee has completed the liquidation of the Trust Account in accordance with the provisions of Section 1(i) hereof, and
distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with
respect to Section 3(b).


 


7.Miscellaneous.


 


(a)The Company
and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds transferred
from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such security
procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons
may have obtained access to such information, or of any change in its authorized personnel. In executing funds transfers, the Trustee
will rely upon all information supplied to it by the Company, including, account names, account numbers, and all other identifying
information relating to a beneficiary, beneficiary’s bank or intermediary bank. The Trustee shall not be liable for any loss,
liability or expense resulting from any error in the information or transmission of the wire.


 


(b)This Agreement
shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to
conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. This Agreement
may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall
constitute but one instrument.


 


(c)This Agreement
contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for Sections
1(i), 2(a), 2(b), 2(c) and 2(d) (which sections may not be modified, amended or deleted without the affirmative vote of at least
65% of the then outstanding shares of Common Stock; provided that no such amendment will affect any Public Stockholder who
has otherwise either (i) indicated his election to redeem his shares of Common Stock in connection with a stockholder vote sought
to amend this Agreement or (ii) not consented to any amendment to this Agreement to extend the time he would be entitled to a return
of his pro rata amount in the Trust Account), this Agreement or any provision hereof may only be changed, amended or modified (other
than to correct a typographical error) by a writing signed by each of the parties hereto. As to any claim, cross-claim or counterclaim
in any way relating to this Agreement, each party waives the right to trial by jury and the right to set-off as a defense. The
Trustee may request an opinion from Company counsel as to the legality of any proposed amendment as a condition to its executing
such amendment.


 


(d)The parties
hereto consent to the personal jurisdiction and venue of any state or federal court located in the City of New York, Borough of
Manhattan, for purposes of resolving any disputes hereunder.


 


(e)Unless otherwise
specified herein, any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement
shall be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt or
delivery confirmation requested), by hand delivery or by electronic or facsimile transmission:


 






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if to the Trustee, to:


 


Continental Stock Transfer


& Trust Company


17 Battery Place


New York, New York 10004


Attn: Accounting Department, Frank A. DiPaolo, CFO


Fax No.: (212) 509-5150


E-mail Address: fdipaolo@continentalstock.com


 


 


if to the Company, to:


 


ROI Acquisition Corp.


9 West 57th Street


New York, New York 10019


Attn: Thomas J. Baldwin


E-mail Address: tom.baldwin@roiacquisition.com


 


with a copy to (which shall not constitute notice):


 


Kramer Levin Naftalis & Frankel LLP


1177 Avenue of the Americas


New York, New York 10036


Attn: Christopher S. Auguste, Esq.


Fax No: (212)-715-8000


E-mail Address: cauguste@kramerlevin.com


 


 


(f)This Agreement
may not be assigned by the Trustee without the prior consent of the Company.


 


 


(g)Each of the
Trustee and the Company hereby represents that it has the full right and power and has been duly authorized to enter into this
Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall
not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in
the Trust Account under any circumstance. In the event the Trustee has a claim against the Company under this Agreement, the Trustee
will pursue such claim solely against the Company and not against the Property held in the Trust Account.


 


 


(h)This Agreement
is the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation, negotiation
and agreement of such parties and shall not be construed for or against any party hereto


 


 


(i)This Agreement
may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall
together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic
transmission shall constitute valid and sufficient delivery thereof.


 






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(j)The Company
has also retained the Trustee to serve as its share transfer agent and warrant agent and shall pay the fees set forth in Schedule
A for such services. Additionally, the Trustee has agreed to provide all services, including, but not limited to: the mailing
of proxy or tender documents to registered holders, all wires in connection with the Business Combination (including the exercise
of Redemption Rights) and maintaining the official record of the exercise of Redemption Rights and stockholder voting (if applicable).


 


[Signature page follows]


 



    	- 7 -



    	 



    

 


IN WITNESS WHEREOF, the
parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 


CONTINENTAL STOCK TRANSFER


& TRUST COMPANY, as Trustee


 


	By:	
        /s/ Frank A. Di Paolo
	 
	Name:	Frank A. Di Paolo	 
	Title:	Chief Financial and Trust Officer	 


 


ROI ACQUISITION CORP.


	By:	/s/ Thomas J. Baldwin	 
	Name:	Thomas J. Baldwin	 
	Title:	Chairman and Chief Executive Officer	 


 


 


 



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SCHEDULE A


 


	
        Fee Item
	 	
        Time and method of payment
	 	
        Amount (1)

	IPO closing fee	 	Consummation of IPO by wire transfer of funds	 	$	5,000
	Trust set-up fee	 	Upon execution and funding of the trust a/c	 	$	1,000
	Annual trustee fee	 	Upon execution of the IMTA and at each anniversary	 	$	8,000
	Share transfer agent fee	 	Monthly by check or wire transfer of funds	 	$	500
	 	 	 	 	 	 
	Warrant agent fee	 	Monthly by check or wire transfer of funds	 	$	200
	All services in connection with a Business Combination and/or all services in connection with liquidation of Trust Account if no Business Combination.	 	Upon final liquidation of the Trust Account but, upon liquidation if no Business Combination, only from interest earned or from the Company by wire transfer of funds	 	    Normal and customary charges at the time services are rendered


 


 


(1) Any amounts owed by the Company are subject in their entirety
to the provisions of Section 5 of this Agreement.


 



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EXHIBIT A


[Letterhead of Company]


[Insert date]


 


Continental Stock Transfer


& Trust Company


17 Battery Place


New York, New York 10004


Attn: Steven Nelson and 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. (“Company”) and Continental Stock
Transfer & Trust Company, dated as of [ ], 2011 (“Trust Agreement”), this is to advise you that the Company
has entered into an agreement with [ ] (the “Target Businesses”) to consummate a Business Combination with the
Target Businesses on or before [ ] (the “Consummation Date”). This letter shall serve as the 48 hour notice
required with respect to the Business Combination. Capitalized words used herein and not otherwise defined shall have the meanings
ascribed to them in the Trust Agreement.


 


 


In accordance with the
terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments on [ ] and to transfer the entire
proceeds to the above referenced Trust checking account at [ ] to the effect that, on the Consummation Date, all of the funds held
in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the
Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the Trust checking account awaiting distribution,
the Company will not earn any interest or dividends.


 


 


On or before the Consummation
Date: (i) counsel for the Company shall deliver to you (a) an affidavit which verifies the vote of the Company’s stockholders
in connection with the Business Combination, (b) written notification that the Business Combination has been consummated or will,
concurrently with your transfer of funds to the accounts as directed by the Company, be consummated and (c) notice the provisions
of Section 11-51-302(6) and Rule 51-3.4 of the Colorado Statute have been met, and (ii) the Company shall deliver to you written
instructions with respect to the transfer of the funds held in the Trust Account (“Instruction Letter”). You
are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel’s
letter and the Instruction Letter in accordance with the terms of the Instruction Letter. In the event certain deposits held in
the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same and the
Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation
Date to the Company or be distributed immediately and the penalty incurred. Upon the distribution of all the funds in the Trust
Account pursuant to the terms hereof, the Trust Agreement shall be terminated.


 


 



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In the event the Business
Combination is not consummated by 11:59 p.m. on the Consummation Date and we have not notified you of a new Consummation Date,
then, the funds held in the Trust checking account shall be reinvested as provided for by the Trust Agreement as soon as practicable
thereafter.


	
         

         
	Very truly yours,
	 	 
	 	ROI ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	Name:
	 	Title:


 


cc:Deutsche Bank Securities Inc.


 



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EXHIBIT B


[Letterhead of Company]


[Insert date]


 


Continental Stock Transfer


& Trust Company


17 Battery Place


New York, New York 10004


Attn: Steven Nelson and 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. (the “Company”) and Continental Stock
Transfer & Trust Company (the “Trustee”), dated as of ________, 2011 (the “Trust Agreement”),
this is to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame
specified in the Company’s Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO.


 


In accordance with the
terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account on [ ] and to transfer the total proceeds
to the Trust checking account at [ ] for distribution to the stockholders. The Company has selected [ ] as the record date for
the purpose of determining the stockholders entitled to receive their pro rata share of the liquidation proceeds. You agree to
be the paying agent of record and in your separate capacity as paying agent to distribute said funds directly to the Company’s
stockholders (other than with respect to the initial, or insider, shares) in accordance with the terms of the Trust Agreement,
the Certificate of Incorporation of the Company and the fees set forth on Schedule A to the Trust Agreement. Upon the distribution
of all of the funds in the Trust Account, your obligations under the Trust Agreement shall be terminated.


 


	
         

         
	Very truly yours,
	 	 	 
	 	ROI ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	Name:
	 	Title:


 


cc:Deutsche Bank Securities Inc.


EXHIBIT C



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[Letterhead of Company]


[Insert date]


 


Continental Stock Transfer


& Trust Company


17 Battery Place, 8th Floor


New York, New York 10004


Attn: John Comer and Frank DiPaolo


 


Re:Trust Account No. [ ]


 


Gentlemen:


 


Pursuant to Section [2(a),
2(b) or 2(c)] of the Investment Management Trust Agreement between ROI Acquisition Corp. (“Company”) and Continental
Stock Transfer & Trust Company, dated as of ___________, 2011 (“Trust Agreement”), the Company hereby requests
that you deliver to the Company $_______ [of the interest income earned on the Property as of the date hereof1. The
Company needs such funds [to pay for the tax obligations as set forth on the attached tax return or tax statement] or [for working
capital purposes] or [for repurchase of ______ shares of Common Stock]. [We have attached the “trade ticket” or similar
confirmation as an exhibit to this letter2]. In accordance with the terms of the Trust Agreement, 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]


 


	 	ROI ACQUISITION CORP.
	 	 
	 	By:	 
	 	Name:
	 	Title:


 


cc:Deutsche Bank Securities Inc.


 


__________________





		1	Only include if this letter is being delivered in connection with release of the interest income.



		2	Only include if this letter is being delivered in connection with a repurchase of Common Stock.




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EXHIBIT D


 


	
        AUTHORIZED INDIVIDUAL(S)

        FOR TELEPHONE CALL BACK
	 	
        AUTHORIZED

        TELEPHONE NUMBER(S)

	 	 	 
	Company:	 	 
	 	 	 
	ROI Acquisition Corp.	 	 
	9 West 57th Street	 	 
	New York, New York 10019	 	 
	Attn: Thomas J. Baldwin	 	(212) 825-0400
	 	 	 
	 	 	 
	 	 	 
	Kramer Levin Naftalis & Frankel LLP	 	 
	1177 Avenue of the Americas	 	 
	New York, New York, 10036	 	 
	Christopher S. Auguste, Esq.	 	(212) 715-9265
	 	 	 
	 	 	 
	 	 	 
	Trustee:	 	 
	 	 	 
	Continental Stock Transfer	 	 
	& Trust Company	 	 
	17 Battery Place	 	 
	New York, New York 10004	 	 
	Attn: Frank Di Paolo, CFO	 	(212) 845-3270


 


 



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