REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS
AGREEMENT (this “Agreement”), dated as of February 22, 2012, is made and entered into by and among ROI
Acquisition Corp., a Delaware corporation (the “Company”), each of the undersigned parties listed under
Holder on the signature page hereto, Thomas J. Baldwin (the “Chairman”) and ROIC Acquisition Holdings
LP (the “Sponsor” and, together with the Chairman and any person or entity who hereafter becomes a party
to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).


 


RECITALS


 


WHEREAS, the Company
and the Sponsor have entered into that certain Securities Purchase Agreement, dated as of October 12, 2011 (the “Securities
Purchase Agreement”), pursuant to which the Sponsor purchased an aggregate of 2,156,250 shares (the “Founder
Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”);
and


 


WHEREAS, the Company
and the Sponsor have entered into that certain Sponsor Warrants Purchase Agreement, dated as of October 13, 2011, as amended (the
“Sponsor Warrants Purchase Agreement”), pursuant to which the Sponsor agreed to purchase warrants entitling
the Sponsor to purchase an aggregate of 4,166,667 shares of Common Stock (the “Sponsor Warrants”) in
a private placement transaction that will close simultaneously with the Company’s initial public offering;


 


WHEREAS, the Company
and the Sponsor have entered into that certain Securities Purchase Option Agreement, dated as of February 14, 2012 (the “Option
Purchase Agreement”), pursuant to which the Company agreed to provide the Sponsor the right to purchase units (collectively,
with any units purchased by the Sponsor in open market transactions or pursuant to a joint tender offer with the Company, as described
in greater detail in the “Proposed Business” section of the Prospectus under the heading “Permitted purchases
of our securities”, the “Sponsor Option Units”) in a private placement transaction;


 


WHEREAS, the Company
and the Chairman have entered into that certain Unit Purchase Agreement, dated as of February 14, 2012 (the “Unit Purchase
Agreement”), pursuant to which the Chairman agreed to purchase 10,000 units (the “Private Placement Units”),
in a private placement transaction that will close simultaneously with the Company’s initial public offering; and


 


WHEREAS, the Company
and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration
rights with respect to certain securities of the Company, as set forth in this Agreement.


 


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


 


Article
I

DEFINITIONS


 


1.1Definitions.
The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:


 


“Adverse Disclosure”
shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief
Executive Officer or Chief Financial Officer of the Company, after consultation with counsel to the Company, (i) would be required
to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to
contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein
(in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not
misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the
Company has a bona fide business purpose for not making such information public.


 






    	 



    	 



    
 


“Agreement”
shall have the meaning given in the Preamble.


 


“Board”
shall mean the Board of Directors of the Company.


 


“Business Combination”
means any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with
one or more businesses or assets involving the Company.


 


“Commission”
shall mean the Securities and Exchange Commission.


 


“Common Stock”
shall have the meaning given in the Recitals hereto.


 


“Company”
shall have the meaning given in the Preamble.


 


“Demand Registration”
shall have the meaning given in subsection 2.1.1.


 


“Demanding
Holder” shall have the meaning given in subsection 2.1.1.


 


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended.


 


“Form S-1”
shall have the meaning given in subsection 2.1.1.


 


“Form S-3”
shall have the meaning given in subsection 2.2.4.


 


“Founder Shares”
shall have the meaning given in the Recitals hereto.


 


“Founder and
Chairman Lock-up Period” shall mean, with respect to the Founder Shares and the Common Stock comprising the Private
Placement Units and the Sponsor Option Units, the period ending on the earlier to occur of (A) one year after the completion of
our initial business combination and (2) the date on which we consummate a liquidation, share exchange, share reconstruction and
amalgamation, contractual control arrangement with, or other similar transaction after our initial business combination that results
in all of our stockholders having the right to exchange their shares of Common Stock for cash, securities or other property; provided,
however, if the Company’s share price reaches or exceeds $12.50 for any 20 trading days within any 30-trading day
period during the lock-up period, 50% of the Founder Shares and the Common Stock comprising the Private Placement Units and the
Sponsor Option Units will be released from the lock-up and, if the Company’s share price reaches or exceeds $15.00 for any
20 trading days within any 30-trading day period during the lock up period, the remaining 50% of the Founder Shares and the Common
Stock comprising the Private Placement Units shall be released from the lock-up.


 


“Holders”
shall have the meaning given in the Preamble.


 


“Maximum Number
of Securities” shall have the meaning given in subsection 2.1.4.


 


“Misstatement”
shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration
Statement or Prospectus or necessary to make the statements in a Registration Statement or Prospectus, in light of the circumstances
in which they were made, not misleading.


 


“Option Purchase
Agreement” shall have the meaning given in the Recitals hereto.


 


“Piggyback
Registration” shall have the meaning given in Section 2.2.


 


“Private Placement
Units” shall have the meaning given in the Recitals hereto.


 


“Prospectus”
shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as
amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.


 






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“Prospectus
Date” shall mean the date of the final prospectus filed with the Commission and relating to the Company’s initial
public offering.


 


“Registrable
Security” shall mean (a) the Founder Shares, (b) the Sponsor Warrants (including any Common Stock issued or issuable
upon the exercise of any such Sponsor Warrants), (c) the Private Placement Units (including the Common Stock and warrants comprising
the Private Placement Units and the Common Stock issuable upon exercise of the warrants comprising the Private Placement Units),
(d) the Sponsor Option Units (including the Common Stock and warrants comprising the Sponsor Option Units and the Common Stock
issuable upon exercise of the warrants comprising the Sponsor Option Units, (e) any outstanding Common Stock or any other equity
security (including the Common Stock issued or issuable upon the exercise of any other equity security) held by a Holder as of
the date of this Agreement, (f) any equity securities (including the Common Stock issued or issuable upon the exercise of any such
equity security) of the Company issuable upon conversion of any working capital loans in an amount up to $500,000 into additional
Sponsor Warrants at $0.75 per warrant made to the Company by a Holder, and (g) any other equity security of the Company issued
or issuable with respect to any such Common Stock by way of a share dividend or share split or in connection with a combination
of shares, acquisition, recapitalization, consolidation, reorganization, share exchange, share reconstruction and amalgamation
or contractual control arrangement with, purchasing all or substantially all of the assets of, or engagement in any other similar
transaction; provided, however, that, as to any particular Registrable Security, such securities shall cease to be
Registrable Securities when: (a) a Registration Statement with respect to the sale of such securities shall have become effective
under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such
Registration Statement; (b) such securities shall have been otherwise transferred, new certificates for such securities not bearing
a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities
shall not require registration under the Securities Act; (c) such securities shall have ceased to be outstanding; or (d) such securities
have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.


 


“Registration”
shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the
requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement
has become effective.


 


“Registration
Expenses” shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:


 


(A)all registration
and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority) and
any securities exchange on which the Common Stock is then listed;


 


(B)fees and expenses
of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters in
connection with blue sky qualifications of Registrable Securities);


 


(C)printing, messenger,
telephone and delivery expenses;


 


(D)reasonable fees
and disbursements of counsel for the Company;


 


(E)reasonable fees
and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such
Registration; and


 


(F)reasonable fees
and expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders initiating a Demand Registration
to be registered for offer and sale in the applicable Registration.


 


“Registration
Statement” shall mean any registration statement that covers the Registrable Securities pursuant to the provisions
of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments)
and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration
statement.


 


“Requesting
Holder” shall have the meaning given in subsection 2.1.1.


 






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“Securities
Act” shall mean the Securities Act of 1933, as amended.


 


“Securities
Purchase Agreement” shall have the meaning given in the Recitals hereto.


 


“Sponsor”
shall have the meaning given in the Recitals hereto.


 


“Sponsor Lock-up
Period” shall mean, with respect to the Sponsor Warrants, any of the Common Stock issued or issuable upon the exercise
or conversion of such Sponsor Warrants, the warrants comprising the Private Placement Units, and any of the Common Stock issued
or issuable upon the exercise or conversion of such warrants comprising the Private Placement Units, the period ending 30 days
after the completion of the Company’s initial Business Combination.


 


“Sponsor Option
Units” shall have the meaning given in the Recitals hereto.


 


“Sponsor Warrants”
shall have the meaning given in the Recitals hereto.


 


“Sponsor Warrant
Purchase Agreement” shall have the meaning given in the Recitals hereto.


 


“Underwriter”
shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part
of such dealer’s market-making activities.


 


“Underwritten
Registration” or “Underwritten Offering” shall mean a Registration in which securities
of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.


 


“Unit Purchase
Agreement” shall have the meaning given in the Recitals hereto.


 


Article
II

REGISTRATIONS


 


2.1Demand
Registration.


 


2.1.1Request
for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from
time to time on or after the Prospectus Date, the Holders of at least twenty-five percent (25%) of the then outstanding number
of Registrable Securities (the “Demanding Holders”) may make a written demand for Registration of at
least fifteen percent (15%) of the then outstanding number of Registrable Securities, which written demand shall describe the amount
and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand
a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of the
Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable
Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant
to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such
Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after
the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting
Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration
pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty five
(45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities
requested by the Demanding Holders and Requesting Holders pursuant such the Demand Registration. Under no circumstances shall the
Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection
2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be
counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time
(“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders
to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section
3.1 of this Agreement.


 






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2.1.2Effective
Registration. Notwithstanding the provisions of subsection 2.1.1 above or any other part of this Agreement, a Registration
pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed with
the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and
(ii) the Company has complied with all of its obligations under this Agreement with respect thereto; provided, further,
that if, after such Registration Statement has been declared effective, an offering of Registrable Securities in a Registration
pursuant to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or
state court or any other governmental agency the Registration Statement with respect to such Registration shall be deemed not to
have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated,
and (ii) a majority-in-interest of the Demanding Holders initiating such Demand Registration thereafter affirmatively elect to
continue with such Registration and accordingly notify the Company in writing, but in no event later than five (5) days, of such
election; provided, further, that the Company shall not be obligated or required to file another Registration Statement
until the Registration Statement that has been previously filed with respect to a Registration pursuant to a Demand Registration
becomes effective or is subsequently terminated.


 


2.1.3Underwritten
Offering. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, if a majority-in-interest of
the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities
pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder
or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s
participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten
Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten
Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s)
selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration.


 


2.1.4Reduction
of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand
Registration, in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the
dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell,
taken together with all other shares of Common Stock or other equity securities that the Company desires to sell and the Common
Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights
held by any other stockholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that
can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution
method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable,
the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as
follows: (i) first, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on
the number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such
Underwritten Registration and the aggregate number of Registrable Securities that the Demanding Holders and Requesting Holders
have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”))
that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clause (i), the Registrable Securities of Holders exercising their rights to register
their Registrable Securities pursuant to subsection 2.2.1 hereof, without exceeding the Maximum Number of Securities; and
(iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii),
the Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number
of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses
(i), (ii) and (iii), the Common Stock or other equity securities of other persons or entities that the Company is obligated to
register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without
exceeding the Maximum Number of Securities.


 


2.1.5Demand
Registration Withdrawal. A majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest
of the Requesting Holders (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from
a Registration pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company and
the Underwriter or Underwriters (if any) of their intention to withdraw from such Registration prior to the effectiveness of the
Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such
Demand Registration. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration
Expenses incurred in connection a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection
2.1.5.


 






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2.2Piggyback
Registration.


 


2.2.1Piggyback
Rights. If, at any time on or after the date the Company consummates a Business Combination, the Company proposes to file a
Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations
exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders
of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section
2.1 hereof), other than a Registration Statement (i) filed in connection with any employee share option or other benefit plan,
(ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering
of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall
give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less
than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount
and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing
Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity
to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after
receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in
good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause
the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by
the Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions
as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable
Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable
Securities through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary
form with the Underwriter(s) selected for such Underwritten Offering by the Company.


 


2.2.2Reduction
of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback
Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration
in writing that the dollar amount or number of the shares of Common Stock that the Company desires to sell, taken together with
(i) the shares of Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements
with persons or entities other than the Holders of Registrable Securities hereunder (ii) the Registrable Securities as to which
registration has been requested pursuant Section 2.2 hereof, and (iii) the Common Stock, if any, as to which Registration
has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company,
exceeds the Maximum Number of Securities, then:


 


(a)If the Registration
is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the Common Stock or
other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable
Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, Pro
Rata, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent the Maximum Number of
Securities has not been reached under the foregoing clauses (A) and (B), the Common Stock, if any, as to which Registration has
been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be
sold without exceeding the Maximum Number of Securities;


 


(b)If the Registration
is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include
in any such Registration (A) first, the Common Stock or other equity securities, if any, of such requesting persons or entities,
other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities
of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1, pro rata based
on the number of Registrable Securities that each Holder has requested be included in such Underwritten Registration and the aggregate
number of Registrable Securities that the Holders have requested to be included in such Underwritten Registration, which can be
sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not
been reached under the foregoing clauses (A) and (B), the Common Stock or other equity securities that the Company desires to sell,
which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of
Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Stock or other equity securities for the
account of other persons or entities which the Company is obligated to register pursuant to separate written contractual arrangements
with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.


 






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2.2.3Piggyback
Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration
for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her
or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with
the Commission with respect to such Piggyback Registration. The Company (whether on its own good faith determination or as the
result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration
Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such
Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration
Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this subsection 2.2.3.


 


2.2.4Unlimited
Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof shall
not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.


 


2.3Registrations
on Form S-3. The Holders of Registrable Securities may at any time, and from time to time, request in writing that the Company,
pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale
of any or all of their Registrable Securities on Form S-3 or any similar short-form registration statement that may be available
at such time (“Form S-3”); provided, however, that the Company shall not be obligated to
effect such request through an Underwritten Offering. Within five (5) days of the Company’s receipt of a written request
from a Holder or Holders of Registrable Securities for a Registration on Form S-3, the Company shall promptly give written notice
of the proposed Registration on Form S-3 to all other Holders of Registrable Securities, and each Holder of Registrable Securities
who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration on Form S-3
shall so notify the Company, in writing, within ten (10) days after the receipt by the Holder of the notice from the Company. As
soon as practicable thereafter, but not more than twelve (12) days after the Company’s initial receipt of such written request
for a Registration on Form S-3, the Company shall register all or such portion of such Holder’s Registrable Securities as
are specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders
joining in such request as are specified in the written notification given by such Holder or Holders; provided, however,
that the Company shall not be obligated to effect any such Registration pursuant to this Section 2.3 if (i) a Form S-3 is
not available for such offering; or (ii) the Holders of Registrable Securities, together with the Holders of any other equity securities
of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and such other equity securities
(if any) at any aggregate price to the public of less than $5,000,000.


 


2.4Restrictions
on Registration Rights. If (A) during the period starting with the date sixty (60) days prior to the Company’s good faith
estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Company
initiated Registration and provided that the Company has delivered written notice to the Holders prior to receipt of a Demand Registration
pursuant to subsection 2.1.1 and it continues to actively employ, in good faith, all reasonable efforts to cause the applicable
Registration Statement to become effective; (B) the Holders have requested an Underwritten Registration and the Company and the
Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in the good faith judgment of
the Board such Registration would be seriously detrimental to the Company and the Board concludes as a result that it is essential
to defer the filing of such Registration Statement at such time, then in each case the Company shall furnish to such Holders a
certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board it would be seriously detrimental
to the Company for such Registration Statement to be filed in the near future and that it is therefore essential to defer the filing
of such Registration Statement. In such event, the Company shall have the right to defer such filing for a period of not more than
thirty (30) days; provided, however, that the Company shall not defer its obligation in this manner more than once
in any 12-month period. Notwithstanding anything to the contrary contained in this Agreement, no Registration shall be effected
or permitted and no Registration Statement shall become effective, with respect to any Registrable Securities held by any Holder,
until after the expiration of the Founder and Chairman Lock-Up Period or the Sponsor Lock-Up Period, as the case may be.


 






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Article
III

COMPANY PROCEDURES


 


3.1General
Procedures. If at any time on or after the date the Company consummates a Business Combination the Company is required to effect
the Registration of Registrable Securities, the Company shall use its best efforts to effect such Registration to permit the sale
of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall,
as expeditiously as possible,:


 


3.1.1prepare and
file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its
reasonable best efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities
covered by such Registration Statement have been sold;


 


3.1.2prepare and
file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the
Prospectus, as may be requested by the Holders or any Underwriter of Registrable Securities or as may be required by the rules,
regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations
thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement
are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;


 


3.1.3prior to
filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters,
if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies
of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case
including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement
(including each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities
included in such Registration or the legal counsel for any such Holders may request in order to facilitate the disposition of the
Registrable Securities owned by such Holders;


 


3.1.4prior to
any public offering of Registrable Securities, use its best efforts to (i) register or qualify the Registrable Securities covered
by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as
the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution)
may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be
registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations
of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable
Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions;
provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction
where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process
or taxation in any such jurisdiction where it is not then otherwise so subject;


 


3.1.5cause all
such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities
issued by the Company are then listed;


 






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3.1.6provide a
transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date
of such Registration Statement;


 


3.1.7advise each
seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any
stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any
proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain
its withdrawal if such stop order should be issued;


 


3.1.8at least
five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration
Statement or Prospectus or any document that is to be incorporated by reference into such Registration Statement or Prospectus,
furnish a copy thereof to each seller of such Registrable Securities or its counsel;


 


3.1.9notify the
Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities
Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect,
includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;


 


3.1.10permit a
representative of the Holders, the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter
to participate, at each such person’s own expense, in the preparation of the Registration Statement, and cause the Company’s
officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney
or accountant in connection with the Registration; provided, however, that such representatives or Underwriters enter
into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure
of any such information;


 


3.1.11obtain a
“cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten
Registration, in customary form and covering such matters of the type customarily covered by “cold comfort” letters
as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating
Holders;


 


3.1.12on the date
the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel
representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if
any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion
is being given as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily included
in such opinions, and reasonably satisfactory to a majority in interest of the participating Holders;


 


3.1.13in the event
of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form,
with the managing Underwriter of such offering;


 


3.1.14make available
to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months
beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement
which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;


 


3.1.15if the Registration
involves the Registration of Registrable Securities involving gross proceeds in excess of $25,000,000, use its reasonable efforts
to make available senior executives of the Company to participate in customary “road show” presentations that may be
reasonably requested by the Underwriter in any Underwritten Offering; and


 


3.1.16otherwise,
in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection
with such Registration.


 






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3.2Registration
Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that
the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters' commissions
and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration
Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.


 


3.3Requirements
for Participation in Underwritten Offerings. No person may participate in any Underwritten Offering for equity securities of
the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s
securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary
questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may
be reasonably required under the terms of such underwriting arrangements.


 


3.4Suspension
of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains
a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies
of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare
and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing
by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration
Statement in respect of any Registration at any time would require the Company to make an Adverse Disclosure or would require the
inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s
control, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness
of, or suspend use of, such Registration Statement for the shortest period of time, but in no event more than thirty (30) days,
determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under the
preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of
the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. The Company shall
immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4.


 


3.5Reporting
Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be reporting
under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace
period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange
Act and to promptly furnish the Holders with true and complete copies of all such filings. The Company further covenants that it
shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such
Holder to sell Common Stock held by such Holder without registration under the Securities Act within the limitation of the exemptions
provided by Rule 144 promulgated under the Securities Act, including providing any legal opinions. Upon the request of any Holder,
the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with
such requirements.


 


Article
IV

INDEMNIFICATION AND CONTRIBUTION


 


4.1Indemnification.


 


4.1.1The Company
agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors and each
person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and
expenses (including attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained in any Registration
Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission
of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as
the same are caused by or contained in any information furnished in writing to the Company by such Holder expressly for use therein.
The Company shall indemnify the Underwriters, their officers and directors and each person who controls such Underwriters (within
the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder.


 






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4.1.2In connection
with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to the
Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration
Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers and agents
and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities
and expenses (including without limitation reasonable attorneys’ fees) resulting from any untrue statement of material fact
contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or
any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only
to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such
Holder expressly for use therein; provided, however, that the obligation to indemnify shall be several, not joint
and several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall
be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to
such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors
and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the
foregoing with respect to indemnification of the Company.


 


4.1.3Any person
entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to
which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification
hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified
party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect
to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified
party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the
indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled
to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel
for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified
party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to
such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or
enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying
party pursuant to the terms of such settlement) or which settlement does not include as an unconditional term thereof the giving
by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.


 


4.1.4The indemnification
provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of
the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the transfer of
securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make such provisions
as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s
indemnification is unavailable for any reason.


 


4.1.5If the indemnification
provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless an indemnified
party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu
of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such
losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying
party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying
party and indemnified party shall be determined by reference to, among other things, whether any action in question, including
any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by,
or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified
party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided,
however, that the liability of any Holder under this subsection 4.1.5 shall be limited to the amount of the net proceeds
received by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the
losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in subsections
4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees, charges or expenses reasonably incurred by such party
in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution
pursuant to this subsection 4.1.5 were determined by pro rata allocation or by any other method of allocation, which does
not take account of the equitable considerations referred to in this subsection 4.1.5. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this subsection 4.1.5
from any person who was not guilty of such fraudulent misrepresentation.


 






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Article
V

MISCELLANEOUS


 


5.1Notices.
Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed
to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person
or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, telecopy, telegram or facsimile.
Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently
given, served, sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed
and, in the case of notices delivered by courier service, hand delivery, telecopy, electronic mail or facsimile, at such time as
it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused
by the addressee upon presentation. Any notice or communication under this Agreement must be addressed to the addressee at: c/o
ROI Acquisition Corp., 9 West 57th Street, New York, NY 10019. Any party may change its address for notice at any time
and from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30)
days after delivery of such notice as provided in this Section 5.1.


 


5.2Assignment;
No Third Party Beneficiaries.


 


5.2.1This Agreement
and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in
part. Prior to the expiration of the Founder and Chairman Lock-Up Period or the Sponsor Lock-Up Period, as the case may be, no
Holder may assign or delegate their rights, duties or obligations under this Agreement in whole or in part. Notwithstanding the
above, as it applies to the Sponsor Warrants, the Private Placement Units and the Founder Shares, the Holder may transfer such
securities, during the respective lock-up period, to their Permitted Transferees (as such term is defined in that certain Warrant
Agreement between the Company and Continental Stock Transfer & Trust Company).


 


5.2.2Except as
set forth in subsection 5.2.1 hereof, this Agreement and the rights, duties and obligations of the Holders of Registrable
Securities hereunder may be assigned or delegated by such Holder of Registrable Securities in conjunction with and to the extent
of any transfer of Registrable Securities by any such Holder.


 


5.2.3This Agreement
and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the
permitted assigns of the Holders.


 


5.2.4This Agreement
shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement
and Section 5.2 hereof.


 


5.2.5No assignment
by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company
unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof
and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and
provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer
or assignment made other than as provided in this Section 5.2 shall be null and void.


 


5.3Counterparts.
This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed
an original, and all of which together shall constitute the same instrument, but only one of which need be produced.


 






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5.4Governing
Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY
AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG
NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS
OF SUCH JURISDICTION.


 


5.5Amendments
and Modifications. Upon the written consent of the Company and the Holders of at least sixty-six and two-thirds percent (66
2/3%) of the Registrable Securities at the time in question, compliance with any of the provisions, covenants and conditions set
forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided,
however, that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely
in its capacity as a holder of the shares of capital stock of the Company, in a manner that is materially different from the other
Holders (in such capacity) shall require the consent of the Holder so affected. No course of dealing between any Holder or the
Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies
under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise
of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights
or remedies hereunder or thereunder by such party.


 


5.6Other
Registration Rights. The Company represents and warrants that no person, other than a Holder of Registrable Securities, has
any right to require the Company to register any securities of the Company for sale or to include such securities of the Company
in any Registration filed by the Company for the sale of securities for its own account or for the account of any other person.
Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement
with similar terms and conditions and in the event of a conflict between any such agreement or agreements and this Agreement, the
terms of this Agreement shall prevail.


 


5.7Termination.
This Agreement shall terminate and the registration rights granted hereunder shall expire on the date that is five (5) years after
the Prospectus Date; provided that such termination and expiration shall not affect registration rights exercised prior
to such date.


 


[SIGNATURE PAGE FOLLOWS]







 






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IN WITNESS WHEREOF,
the undersigned have caused this Agreement to be executed as of the date first written above.


 


	
         

         
	ROI ACQUISITION CORP.
	 	 
	 	By:	/s/ Joseph A. De Perio
	 	Name:	Joseph A. De Perio
	 	Title:	President


 


 


	 	ROIC ACQUISITION HOLDINGS LP
	 	 
	 	By:	/s/ George Hall
	 	Name:	George Hall
	 	Title:	Managing Member of ROIC Acquisition Holdings GP LLC
	 	 	 
	 	 	 
	 	By:	/s/ Thomas J. Baldwin
	 	Name:	Thomas J. Baldwin
	 	 	 


 





Signature Page – Registration Rights Agreement