WARRANT AGREEMENT


 


THIS WARRANT AGREEMENT
(this “Agreement”), dated as of February 22,
2012, is by and between ROI Acquisition Corp., a Delaware corporation (the “Company”), and Continental
Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also
referred to herein as the “Transfer Agent”).


 


WHEREAS, the Company
has entered into that certain Sponsor Warrants Purchase Agreement, dated October 13, 2011, as amended, with ROI Acquisition Holdings
LP, a Delaware limited partnership (the “Sponsor”), pursuant to which the Sponsor will purchase an aggregate
of 4,166,667 warrants (the “Holdings Warrants”)
of the Company, bearing the legend set forth in Exhibit B hereto at a purchase price of $0.75 per Holdings
Warrant, in a private placement that will close simultaneously with the closing of the Offering (as defined below); and


 


WHEREAS,
the Company has entered into that certain Unit Purchase Agreement, dated February 14, 2012 with Thomas J. Baldwin, an individual
(“Baldwin”), pursuant to which Mr. Baldwin will purchase an aggregate of 10,000 Units (as defined below) of
the Company, the warrants that are part of such Units bearing the legend set forth in Exhibit B hereto (such warrants, together
the Holdings Warrants, the “Sponsor Warrants”), at a purchase price of $10.00 per Unit, in a private
placement that will close simultaneously with the closing of the Offering (as defined below); and


 


WHEREAS, the Company
is engaged in an initial public offering (the “Offering”) of units of the Company’s equity securities,
each such unit comprised of one share of Common Stock (as defined below) and one Public Warrant (as defined below) (the “Units”)
and, in connection therewith, has determined to issue and deliver up to 8,625,000 warrants (including up to 1,125,000 warrants
subject to the Over-allotment Option (as defined below)) to public investors in the Offering (the “Public Warrants”
and, together with the Sponsor Warrants, the “Warrants”), each such Warrant evidencing the right
of the holder thereof to purchase one share of common stock of the Company, $0.0001 par value per share (“Common Stock”),
for $12.00 per share, subject to adjustment as described herein; and


 


WHEREAS, the Company
has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on
Form S-1, No. 333-177340 (the “Registration Statement”) and prospectus (the “Prospectus”),
for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Units
and the Public Warrants and Common Stock included in the Units; and


 


WHEREAS, the Company
desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance,
registration, transfer, exchange, redemption and exercise of the Warrants; and


 


WHEREAS, the Company
desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the
respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and


 


WHEREAS, all acts
have been performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on
behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the
execution and delivery of this Agreement.


 


NOW, THEREFORE,
in consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


1.Appointment
of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant
Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this
Agreement.


 






    	 



    	 



    



 


2.Warrants.


 


2.1Form
of Warrant. Each Warrant shall be issued in registered form only and shall be in substantially the form of Exhibit A
hereto, the provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature of, the Chairman
of the Board, President, Chief Executive Officer, Chief Financial Officer, Secretary or other principal officer of the Company.
In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in
which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not
ceased to be such at the date of issuance.


 


2.2Effect
of Countersignature. Unless and until countersigned by the Warrant Agent pursuant to this Agreement, a Warrant shall be invalid
and of no effect and may not be exercised by the holder thereof.


 


2.3Registration.


 


2.3.1Warrant
Register. The Warrant Agent shall maintain books (the “Warrant Register”), for the registration of
original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent
shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance
with instructions delivered to the Warrant Agent by the Company.


 


2.3.2Registered
Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and
treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”)
as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other
writing on the Warrant Certificate (as defined below) made by anyone other than the Company or the Warrant Agent), for the purpose
of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice
to the contrary.


 


2.4Detachability
of Warrants. The Common Stock and Public Warrants comprising the Units shall begin separate trading on the 52nd day following
the date of the Prospectus or, if such 52nd day is not on a day, other than a Saturday, Sunday or federal holiday, on which banks
in New York City are generally open for normal business (a “Business Day”), then on the immediately succeeding
Business Day following such date, or earlier (the “Detachment Date”) with the consent of Deutsche Bank
Securities Inc., as representative of the several underwriters, but in no event shall the Common Stock and the Public Warrants
comprising the Units be separately traded until: (A) the Company has filed a current report on Form 8-K with the Commission containing
an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering, including the proceeds received
by the Company from the exercise by the underwriters of their right to purchase additional Common Stock in the Offering (the “Over-allotment
Option”), if the Over-allotment Option is exercised prior to the filing of the Form 8-K, and (B) the Company issues
a press release and files with the Commission a current report on Form 8-K announcing when such separate trading shall begin.


 


2.5Warrant
Attributes.


 


2.5.1Sponsor
Warrants. The Sponsor Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor,
Baldwin or any of their Permitted Transferees
(as defined below) the Sponsor Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c)
hereof, (ii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial
Business Combination (as defined below), and (iii) shall not be redeemable by the Company; provided, however, that
in the case of (ii), the Sponsor Warrants and any Common Stock issued
upon exercise of the Sponsor Warrants and held by Baldwin
or the members or affiliates of the Sponsor may be transferred by any
such person:


 


(a)as
gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate
family, an affiliate of such person or to a charitable organization,


 


(b)to
the Company’s other officers or directors, any partner or affiliate or family member of any of the Company’s officers
or directors or any partners or affiliates of the Sponsor,


 






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(c)by
virtue of the laws of descent and distribution upon death of such person,


 


(d)pursuant
to a qualified domestic relations order,


 


(e)by
virtue of the laws of the jurisdiction of incorporation of a Sponsor upon dissolution of such Sponsor,


 


(f)in
the event of the Company’s liquidation prior to the completion of the Company’s initial Business Combination, or


 


(g)in
the event that, subsequent to the consummation of the Company’s initial Business Combination, the Company consummates a merger,
stock exchange or other similar transaction that results in all of the holders of the Company’s equity securities issued
in the Offering having the right to exchange their Common Stock for cash, securities or other property; provided, however,
that, in the case of clauses (a) through (e), these transferees (the “Permitted Transferees”) enter into
a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.


 


3.Terms
and Exercise of Warrants.


 


3.1Warrant
Price. Each Warrant shall, when countersigned by the Warrant Agent, entitle the Registered Holder thereof, subject to the provisions
of such Warrant and of this Warrant Agreement, to purchase from the Company the number of shares of Common Stock stated therein,
at the price of $12.00 per share, subject to the adjustments provided in Section 4 hereof and in the last sentence of this
Section 3.1. The term “Warrant Price” as used in this Warrant Agreement shall mean the price per
share at which Common Stock may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the
Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than twenty (20) Business Days,
provided, that the Company shall provide at least twenty (20) days prior written notice of such reduction to Registered
Holders of the Warrants and, provided further that any such reduction shall be identical among all of the Warrants.


 


3.2Duration
of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing
on the later of: (i) the date that is thirty (30) days after the first date on which the Company completes an acquisition, engages
in a share exchange, share reconstruction and amalgamation or contractual control arrangement with, purchases all or substantially
all of the assets of, or engages in any other similar business combination with one or more businesses or assets (a “Business
Combination”), or (ii) the date that is twelve (12) months from the date of the closing of the Offering, and terminating
at 5:00 p.m., New York City time on the earlier to occur of: (x) the date that is five (5) years after the date on which the Company
completes its initial Business Combination, (y) the liquidation of the Company, or if the Company fails to consummate a Business
Combination 21 months from the closing of the Offering, or (z) other than with respect to the Sponsor Warrants, the Redemption
Date (as defined below) as provided in Section 6.2 hereof (the “Expiration Date”); provided,
however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth
in subsection 3.3.2 below, with respect to an effective registration statement. Except with respect to the right to receive
the Redemption Price (other than with respect to a Sponsor Warrant) in the event of a redemption (as set forth in Section 6
hereof), each Warrant (other than a Sponsor Warrant in the event of a redemption) not exercised on or before the Expiration Date
shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m. New
York City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the
Expiration Date; provided, that the Company shall provide at least twenty (20) days prior written notice of any such extension
to Registered Holders of the Warrants and, provided further that any such extension shall be identical in duration among all the
Warrants.


  



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3.3Exercise
of Warrants.


 


3.3.1Payment.
Subject to the provisions of the Warrant and this Warrant Agreement, a Warrant, when countersigned by the Warrant Agent, may be
exercised by the Registered Holder thereof by surrendering it at the office of the Warrant Agent, or at the office of its successor
as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant,
duly executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the Warrant is exercised
and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares
of Common Stock and the issuance of such shares of Common Stock, as follows:


 


(a)by
wire transfer of immediately available funds, in good certified check or good bank draft payable to the order of the Company;


 


(b)in
the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”)
has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering
the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number
of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market
Value”, as defined in this subsection 3.3.1(b) by (y) the Fair Market Value. Solely for purposes of this subsection
3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average last sale price of
the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption
is sent to the holders of the Warrants, pursuant to Section 6 hereof;


 


(c)with
respect to the exercise of any Sponsor Warrant on a “cashless basis”, so long as such Sponsor Warrant is held by the
Sponsor, a member or an affiliate of the Sponsor,
Baldwin or their Permitted Transferees,
by surrendering the Sponsor Warrants for that number
of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying
the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as defined in this
subsection 3.3.1(c), by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c), the “Fair
Market Value” shall mean the average last sale price of the Common Stock for the ten (10) trading days ending on the third
trading day prior to the date on which notice of exercise of the Sponsor
Warrant is sent to the Warrant Agent; or


 


(d)as
provided in Section 7.4 hereof.


 


3.3.2Issuance
of Common Stock on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment
of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered Holder of
such Warrant a certificate or certificates for the number of full shares of Common Stock to which he, she or it is entitled, registered
in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned
Warrant for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company
shall not be obligated to deliver any Common Stock pursuant to the exercise of a Warrant and shall have no obligation to settle
such Warrant exercise unless a registration statement under the Securities Act with respect to the Common Stock underlying the
Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations
under Section 7.4. No Warrant shall be exercisable and the Company shall not be obligated to issue Common Stock upon exercise
of a Warrant unless the Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt
under the securities laws of the state of residence of the Registered Holder of the Warrants. In the event that the conditions
in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant shall not be
entitled to exercise such Warrant and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit
containing such Public Warrants shall have paid the full purchase price for the Unit solely for the Common Stock underlying such
Unit. In no event will the Company be required to net cash settle the Warrant exercise.


 


3.3.3Valid
Issuance. All Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly
issued, fully paid and nonassessable.


 


3.3.4Date
of Issuance. Each person in whose name any certificate for Common Stock is issued shall for all purposes be deemed to have
become the holder of record of such Common Stock on the date on which the Warrant was surrendered and payment of the Warrant Price
was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a
date when the share transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares
at the close of business on the next succeeding date on which the share transfer books are open.


 






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3.3.5Maximum
Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions
contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5
unless he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise
of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving
effect to such exercise, such person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge,
would beneficially own in excess of 9.8% (the “Maximum Percentage”) of the Common Stock outstanding immediately
after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially
owned by such person and its affiliates shall include the number of shares of Common Stock issuable upon exercise of the Warrant
with respect to which the determination of such sentence is being made, but shall exclude Common Stock that would be issuable upon
(x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates and (y)
exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such
person and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject
to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence,
for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant, in determining the number
of outstanding shares of Common Stock, the holder may rely on the number of outstanding shares of Common Stock as reflected in
(1) the Company’s most recent annual report on Form 10-K, quarterly report on Form 10-Q, current report on Form 8-K or other
public filing with the Commission as the case may be, (2) a more recent public announcement by the Company or (3) any other notice
by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time,
upon the written request of the holder of the Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing
to such holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock
shall be determined after giving effect to the conversion or exercise of equity securities of the Company by the holder and its
affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the
Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder to
any other percentage specified in such notice; provided, however, that any such increase shall not be effective until
the sixty-first (61st) day after such notice is delivered to the Company.


 


4.Adjustments.


 


4.1Share
Dividends.


 


4.1.1Split-Ups.
If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding shares of Common
Stock is increased by a share dividend payable in Common Stock, or by a split-up of Common Stock or other similar event, then,
on the effective date of such share dividend, split-up or similar event, the number of shares of Common Stock issuable on exercise
of each Warrant shall be increased in proportion to such increase in the outstanding shares of Common Stock. A rights offering
to holders of the Common Stock entitling holders to purchase Common Stock at a price less than the “Fair Market Value”
(as defined below) shall be deemed a share dividend of a number of shares of Common Stock equal to the product of (i) the number
of shares of Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights
offering that are convertible into or exercisable for Common Stock) multiplied by (ii) one (1) minus the quotient of (x) the price
per share of Common Stock paid in such rights offering divided by (y) the Fair Market Value. For purposes of this subsection
4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Common Stock, in determining the price
payable for Common Stock, there shall be taken into account any consideration received for such rights, as well as any additional
amount payable upon exercise or conversion and (ii) “Fair Market Value” means the volume weighted average price of
the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the first date on which
the Common Stock trades on the applicable exchange or in the applicable market, regular way, without the right to receive such
rights.


 






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4.1.2Extraordinary
Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution
in cash, securities or other assets to the holders of the Common Stock on account of such Common Stock (or other shares of the
Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1.1
above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the Common Stock
in connection with a proposed initial Business Combination, (d) as a result of the repurchase of Common Stock by the Company if
a proposed initial Business Combination is presented to the stockholders of the Company for approval or (e) in connection with
the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such
non- excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price
shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or
the fair market value (as determined by the Board, in good faith) of any securities or other assets paid on each share of Common
Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends”
means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all
other cash dividends and cash distributions paid on the Common Stock during the 365-day period ending on the date of declaration
of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this
Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number
of shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units
in the Offering).


 


4.2Aggregation
of Shares. If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of outstanding
shares of Common Stock is decreased by a consolidation, combination, reverse share split or reclassification of Common Stock or
other similar event, then, on the effective date of such consolidation, combination, reverse share split, reclassification or similar
event, the number of shares of Common Stock issuable on exercise of each Warrant shall be decreased in proportion to such decrease
in outstanding Common Stock.


 


4.3Adjustments
in Exercise Price. Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted,
as provided in subsection 4.1.1 or 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such
Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common
Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall
be the number of shares of Common Stock so purchasable immediately thereafter.


 


4.4Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Common Stock (other
than a change under subsections 4.1.1 or 4.1.2 or Section 4.2 hereof or that solely affects the par value
of such Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than
a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or
reorganization of the outstanding Common Stock), or in the case of any sale or conveyance to another corporation or entity of the
assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is
dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms
and conditions specified in the Warrants and in lieu of the Common Stock of the Company immediately theretofore purchasable and
receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property
(including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following
any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s)
immediately prior to such event (the “Alternative Issuance”); provided, however, that (i)
if the holders of the Common Stock were entitled to exercise a right of election as to the kind or amount of securities, cash or
other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting
the Alternative Issuance for which each Warrant shall become exercisable shall be deemed to be the weighted average of the kind
and amount received per share by the holders of the Common Stock in such consolidation or merger that affirmatively make such election,
and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the Common Stock (other
than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by stockholders of the
Company as provided for in the Company’s certificate of incorporation, as amended, or as a result of the repurchase of Common
Stock by the Company if a proposed initial Business Combination is presented to the stockholders of the Company for approval) under
circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group
(within the meaning of Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a part, and together with any affiliate
or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act) and any members of any such group of which
any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) more than
50% of the outstanding Common Stock, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest
amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such Warrant
holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Common
Stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after
the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in this Section
4; provided further, however, that if more than 30% of the consideration receivable by the holders of the Common
Stock in the applicable event is payable in the form of common stock in the successor entity that is not listed for trading on
a national securities exchange or on the OTC Bulletin Board, or is not to be so listed for trading immediately following such event,
then the Warrant Price shall be reduced by an amount (in dollars) equal to the quotient of (x) $18.00 (subject to adjustment in
accordance with Section 6.1 hereof) minus the Per Share Consideration (as defined below) (but in no event, less than zero),
and (y) if the applicable event is announced on or prior to the third anniversary of the closing date of the initial Business Combination,
2; if the applicable event is announced after the third anniversary of the closing date of the initial Business Combination and
on or prior to the fourth anniversary of the closing date of the initial Business Combination, 2.5; if the applicable event is
announced after the fourth anniversary of the closing date of the initial Business Combination and on or prior to the Expiration
Date, 3. “Per Share Consideration” means (i) if the consideration paid to holders of the Common Stock
consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted
average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective
date of the applicable event. If any reclassification or reorganization also results in a change in Common Stock covered by subsection
4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section
4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers
or consolidations, sales or other transfers.


 






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4.5Notices
of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise of a Warrant,
the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such
adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant,
setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence
of any event specified in Sections 4.1, 4.2, 4.3 or 4.4, the Company shall give written notice of the
occurrence of such event to each holder of a Warrant, at the last address set forth for such holder in the Warrant Register, of
the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality
or validity of such event.


 


4.6No
Fractional Shares. Notwithstanding any provision contained in this Warrant Agreement to the contrary, the Company shall not
issue fractional shares upon exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the
holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company
shall, upon such exercise, round up to the nearest whole number, the number of the shares of Common Stock to be issued to such
holder.\


 


4.7Form
of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants
issued after such adjustment may state the same Warrant Price and the same number of shares as is stated in the Warrants initially
issued pursuant to this Agreement; provided, however, that the Company may at any time in its sole discretion make
any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any
Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be
in the form as so changed.


 


4.8Other
Events. In case any event shall occur affecting the Company as to which none of the provisions of preceding subsections of
this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i)
avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such
case, the Company shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized
national standing, which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is
necessary to effectuate the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary,
the terms of such adjustment. The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment
recommended in such opinion.


 






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5.Transfer
and Exchange of Warrants.


 


5.1Registration
of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant
Register, upon surrender of such Warrant for transfer, properly endorsed with signatures properly guaranteed and accompanied by
appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants
shall be issued and the old Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered by the
Warrant Agent to the Company from time to time upon request.


 


5.2Procedure
for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or
transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered
Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that
in the event that a Warrant surrendered for transfer bears a restrictive legend (as in the case of the Sponsor Warrants), the Warrant
Agent shall not cancel such Warrant and issue new Warrants in exchange thereof until the Warrant Agent has received an opinion
of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive
legend.


 


5.3Fractional
Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which shall result in
the issuance of a warrant certificate for a fraction of a warrant.


 


5.4Service
Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.


 


5.5Warrant
Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the
terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company,
whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of the Company for
such purpose.


 


5.6Transfer
of Warrants. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit
in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such
Unit. Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrant included
in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer of Warrants
on and after the Detachment Date.


 


6.Redemption.


 


6.1Redemption.
Subject to Section 6.4 hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company,
at any time while they are exercisable and prior to their expiration, at the office of the Warrant Agent, upon notice to the Registered
Holders of the Warrants, as described in Section 6.2 below, at the price of $0.01 per Warrant (the “Redemption
Price”), provided that the last sales price of the Common Stock reported has been at least $18.00 per share (subject
to adjustment in compliance with Section 4 hereof), on each of twenty (20) trading days within the thirty (30) trading-day
period ending on the third Business Day prior to the date on which notice of the redemption is given and provided that there is
an effective registration statement covering the Common Stock issuable upon exercise of the Warrants, and a current prospectus
relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.2 below).


 


6.2Date
Fixed for, and Notice of, Redemption. In the event that the Company elects to redeem all of the Warrants, the Company shall
fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first
class mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption Date to the Registered Holders
of the Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the
manner herein provided shall be conclusively presumed to have been duly given whether or not the Registered Holder received such
notice.


 






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6.3Exercise
After Notice of Redemption. The Warrants may be exercised, for cash (or on a “cashless basis” in accordance with
subsection 3.3.1(b) hereof) at any time after notice of redemption shall have been given by the Company pursuant to Section
6.2 hereof and prior to the Redemption Date. In the event that the Company determines to require all holders of Warrants to
exercise their Warrants on a “cashless basis” pursuant to subsection 3.3.1, the notice of redemption shall contain
the information necessary to calculate the number of shares of Common Stock to be received upon exercise of the Warrants, including
the “Fair Market Value” (as such term is defined in subsection 3.3.1(b) hereof) in such case. On and after the
Redemption Date, the record holder of the Warrants shall have no further rights except to receive, upon surrender of the Warrants,
the Redemption Price.


 


6.4Exclusion
of Sponsor Warrants. The Company agrees that the redemption rights provided in this Section 6 shall not apply to the
Sponsor Warrants if at the time of the redemption such Sponsor Warrants continue to be held by the Sponsor, members or affiliates
of the Sponsor, Baldwin or their Permitted Transferees. However, once such Sponsor Warrants
are transferred (other than to Permitted Transferees under subsection 2.5), the Company may redeem the Sponsor Warrants,
provided that the criteria for redemption are met, including the opportunity of the holder of such Sponsor Warrants to exercise
the Sponsor Warrants prior to redemption pursuant to Section 6.3. Sponsor Warrants that are transferred to persons other
than Permitted Transferees shall upon such transfer cease to be Sponsor Warrants and shall become Public Warrants under this Agreement.


 


7.Other
Provisions Relating to Rights of Holders of Warrants.


 


7.1No
Rights as Stockholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a stockholder of the
Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights
to vote or to consent or to receive notice as stockholders in respect of the meetings of stockholders or the election of directors
of the Company or any other matter.


 


7.2Lost,
Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant
Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated
Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen,
mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not
the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.


 


7.3Reservation
of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued Common Stock
that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.


 


7.4Registration
of Common Stock. The Company agrees that as soon as practicable, but in no event later than fifteen (15) Business Days after
the closing of its initial Business Combination, it shall use its best efforts to file with the Commission a new registration statement,
for the registration, under the Securities Act, of the Common Stock issuable upon exercise of the Warrants, and it shall use its
best efforts to take such action as is necessary to register or qualify for sale, in those states in which the Warrants were initially
offered by the Company, the Common Stock issuable upon exercise of the Warrants, to the extent an exemption is not available. The
Company shall use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration
statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of
this Agreement. If any such registration statement has not been declared effective by the 60th Business Day following the closing
of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the 61st Business Day
after the closing of the Business Combination and ending upon such registration statement being declared effective by the Commission,
and during any other period when the Company shall fail to have maintained an effective registration statement covering the Common
Stock issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,” by exchanging the Warrants
(in accordance with Section 3(a)(9) of the Act or another exemption) for that number of shares of Common Stock equal to the quotient
obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference
between the Warrant Price and the “Fair Market Value” (as defined below) by (y) the Fair Market Value. Solely for purposes
of this Section 7.4, “Fair Market Value” shall mean the volume weighted average price of the Common Stock as
reported during the ten (10) trading day period ending on the trading day prior to the date that notice of exercise is received
by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary. The date that notice of cashless
exercise is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. The Company shall provide the
Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating
that (i) the exercise of the Warrants on a cashless basis in accordance with this Section 7.4 is not required to be registered
under the Securities Act and (ii) the Common Stock issued upon such exercise shall be freely tradable under United States federal
securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act) of the Company
and, accordingly, shall not be required to bear a restrictive legend. For the avoidance of any doubt, unless and until all of the
Warrants have been exercised on a cashless basis, the Company shall continue to be obligated to comply with its registration obligations
under the first three sentences of this Section 7.4. In addition, the Company agrees to use its best efforts to register
the Common Stock issuable upon exercise of a Warrant under the blue sky laws of the states of residence of the exercising Warrant
holder to the extent an exemption is not available.


 






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8.Concerning
the Warrant Agent and Other Matters.


 


8.1Payment
of Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company or the
Warrant Agent in respect of the issuance or delivery of Common Stock upon the exercise of the Warrants, but the Company shall not
be obligated to pay any transfer taxes in respect of the Warrants or such shares.


 


8.2Resignation,
Consolidation, or Merger of Warrant Agent.


 


8.2.1Appointment
of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the
office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing
a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of
thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder
of a Warrant (who shall, with such notice, submit his, her or its Warrant(s) for inspection by the Company), then the holder of
any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor
Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall
be a corporation organized and existing under the laws of the State of New York, in good standing and having its principal office
in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and
subject to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested
with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as
if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or
appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring
to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request
of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for
more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities,
duties, and obligations.


 


8.2.2Notice
of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof
to the predecessor Warrant Agent and the Transfer Agent for the Common Stock not later than the effective date of any such appointment.


 


8.2.3Merger
or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated
or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor
Warrant Agent under this Agreement without any further act.


 






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8.3Fees
and Expenses of Warrant Agent.


 


8.3.1Remuneration.
The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and shall,
pursuant to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that the Warrant
Agent may reasonably incur in the execution of its duties hereunder.


 


8.3.2Further
Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged,
and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for
the carrying out or performing of the provisions of this Agreement.


 


8.4Liability
of Warrant Agent.


 


8.4.1Reliance
on Company Statement. Whenever in the performance of its duties under this Warrant Agreement, the Warrant Agent shall deem
it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action
hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be
conclusively proved and established by a statement signed by the President or Chairman of the Board of the Company and delivered
to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant
to the provisions of this Agreement.


 


8.4.2Indemnity.
The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees
to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable
counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant
Agent’s gross negligence, willful misconduct or bad faith.


 


8.4.3Exclusions.
The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or
execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the
Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible
to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount
of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any
act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Common Stock to be
issued pursuant to this Agreement or any Warrant or as to whether any Common Stock shall, when issued, be valid and fully paid
and nonassessable.


 


8.5Acceptance
of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the
terms and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants exercised
and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of Common Stock
through the exercise of the Warrants.


 


8.6Waiver.
The Warrant Agent has no right of set-off or any other right, title, interest or claim of any kind (“Claim”)
in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of
the date hereof, by and between the Company and the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse,
reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent hereby
waives any and all Claims against the Trust Account and any and all rights to seek access to the Trust Account.


 






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9.Miscellaneous
Provisions.


 


9.1Successors.
All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure
to the benefit of their respective successors and assigns.


 


9.2Notices.
All notices, statements or other documents which are required or contemplated by this Agreement to be given or made by the Warrant
Agent or by the holder of any Warrant to or on the Company shall be: (i) in writing and delivered personally or sent by first class
registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing,
(ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in
writing by such party and (iii) by electronic mail, to the electronic mail address most recently provided to such party or such
other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall
be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written
confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service
or five (5) days after mailing if sent by mail.


 


Addresses for notice:


 


ROI Acquisition Corp.


c/o ROIC Acquisition Holdings LP


9 West 57th Street, 26th Floor


New York, NY 10019

Attn: Chief Executive Officer


 


Continental Stock Transfer & Trust Company


17 Battery Place


New York, NY 10004


Attention: Compliance Department


 


with a copy in each case (which shall not constitute service) to:


 


Kramer Levin Naftalis & Frankel LLP


1177 Avenue of the Americas


New York, NY 10036


Attn: Christopher S. Auguste, Esq.


 


9.3Applicable
Law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects
by 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. The Company hereby agrees that any action, proceeding or claim against it arising
out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United
States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall
be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient
forum.


 


9.4Persons
Having Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the provisions
hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto
and the Registered Holders of the Warrants any right, remedy, or claim under or by reason of this Warrant Agreement or of any covenant,
condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained
in this Warrant Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and
of the Registered Holders of the Warrants.


 


9.5Examination
of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant
Agent in the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant. The Warrant
Agent may require any such holder to submit his, her or its Warrant(s) for inspection by it.


 






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9.6Counterparts.
This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


9.7Effect
of Headings. The section headings herein are for convenience only and are not part of this Warrant Agreement and shall not
affect the interpretation thereof.


 


9.8Amendments.
This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose of curing any
ambiguity, or curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions
with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties
deem shall not adversely affect the interest of the Registered Holders. All other modifications or amendments, including any amendment
to increase the Warrant Price or shorten the Exercise Period and any amendment to the terms of only the Sponsor Warrants, shall
require the written consent of the Registered Holders of 65% of the then outstanding Public Warrants. Further, the Sponsor or Baldwin
(or their Permitted Transferees) shall not vote any Sponsor Warrants owned or controlled by them in favor of such amendment unless
the Registered Holders of 65% of the Public Warrants vote in favor of such amendment. Notwithstanding the foregoing, the Company
may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively,
without the consent of the Registered Holders.


 


9.9Severability.
This Warrant Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall
not affect the validity or enforceability of this Warrant Agreement or of any other term or provision hereof. Furthermore, in lieu
of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Warrant
Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


Exhibit A — Form of Warrant Certificate







Exhibit B — Legend — Sponsor Warrant


 






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


 



 


	 	ROI ACQUISITION CORP.
	 	 
	 	By: 	/s/  Thomas J. Baldwin
	 	 	Name:  Thomas J. Baldwin
Title: CEO and Chairman



 


	 	CONTINENTAL STOCK TRANSFER &
	 	TRUST COMPANY, as Warrant Agent 
	 	 
	 	By: 	/s/ John W. Comer, Jr.
	 	 	Name: John W. Comer, Jr.
Title: Vice President



 


 


Signature Page –
Warrant Agreement






    	 



    	 



    
 


EXHIBIT A






Specimen Warrant Certificate


 


(See attached)


 






    	 



    	 



    



 


EXHIBIT B



LEGEND


 


THESE SECURITIES (i) HAVE NOT BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THESE SECURITIES MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE
STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.


 


IN ADDITION, THE SECURITIES REPRESENTED BY
THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH ROI ACQUISITION
CORP. (THE “COMPANY”) COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT
AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN
WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


SECURITIES EVIDENCED BY THIS CERTIFICATE AND
THE COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION
RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.