425

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): September 18, 2015

ROI Acquisition Corp. II

(Exact Name of Registrant as Specified in Charter)

Delaware (State or other jurisdiction of incorporation) 001-36068 (Commission File Number) 46-3100431 (I.R.S. Employer Identification Number)

601 Lexington Avenue, 51st Floor New York, New York (Address of principal executive offices) 10022 (Zip code)

(212) 825-0400

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

x Written communications pursuant to Rule 425 under the Securities Act

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Item 1.01 Entry into a Material Definitive Agreement.

Following the special meeting of stockholders described in Item 5.07 below, ROI Acquisition Corp. II (the “Company”) entered into the following amendments to the pre-existing agreements described below (the “Amendments”).

Amendment to Investment Management Trust Agreement

On September 18, 2015, the Company and Continental Stock Transfer & Trust Company (“Continental”) entered into Amendment No. 1 (the “Trust Amendment”) to the Investment Management Trust Agreement, made effective as of September 16, 2013, by and between the Company and Continental, to extend the date on which Continental must liquidate the trust account established in connection with the Company’s initial public offering if the Company has not completed a business combination from September 20, 2015 to October 26, 2015 and to permit the withdrawal of funds from the trust account to pay stockholders who properly exercise their redemption rights in connection with the Extension Amendment (as defined under Item 5.07 below). A copy of the Trust Amendment is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

Amendment to Letter Agreements

On September 18, 2015, the Company, GEH Capital, Inc. (the “Sponsor”), Thomas J. Baldwin, Joseph A. De Perio, George E. Hall, Francis A. Ruchalski and Daniel A. Strauss (each, an “Insider” and collectively the “Insiders”), entered into an amendment (the “Insider Letter Amendment”) to the letter agreement, dated as of September 16, 2013, between the Company, the Sponsor and the Insiders (the “Insider Letter”) that provides that any references in the Insider Letter to the date by which the Company must complete a business combination and related dates thereto are replaced with references to October 26, 2015. The Insider Letter Amendment is attached as Exhibit 10.2 hereto and is incorporated herein by reference.

On September 18, 2015, the Company and its independent directors entered into amendments (the “Independent Director Letter Amendments”) to the letter agreements , dated as of September 16, 2013, between the Company and the independent directors (the “Independent Director Letters”) that provides that any references in the Independent Director Letters to the date by which the Company must complete a business combination and related dates thereto are replaced with references to October 26, 2015. The Independent Director Letter Amendments are attached as Exhibits 10.3, 10.4, 10.5 and 10.6 hereto and are incorporated herein by reference.

Amendment to Underwriting Agreement

On September 21, 2015, the Company entered into an amendment (the “UWA Amendment”) to the Underwriting Agreement, dated as of September 16, 2013, by and among the Company and Deutsche Bank Securities, Inc., as representative of the underwriters (the “Underwriting Agreement”), that provides that any references in the Underwriting Agreement to the date by which the Company must complete a business combination and related dates thereto are replaced with references to October 26, 2015. A copy of the UWA Amendment is attached hereto as Exhibit 10.7 hereto and incorporated herein by reference.

The foregoing is intended only to be a summary of the Amendments, does not purport to be complete and is qualified in its entirety by the terms of the Amendments, copies of which are attached as Exhibits 10.1 through 10.7 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 18, 2015, the Company filed with the Secretary of State of the State of Delaware an amendment to its amended and restated certificate of incorporation that provides for the extension of the date by which the Company must consummate its initial business combination from September 20, 2015 to October 26, 2015. A copy of the amendment to the amended and restated certificate of incorporation is attached as Exhibit 3.1 hereto and is incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On September 18, 2015, the Company held a special meeting of stockholders (the “Meeting”). At the Meeting, the stockholders approved: (i) an amendment (the “Extension Amendment”) to the Company’s amended and restated certificate of incorporation extending the date by which the Company must consummate its initial business combination from September 20, 2015 to October 26, 2015; and (ii) the Trust Amendment. The affirmative vote of holders of 65% the Company’s outstanding common stock was required to approve the Extension Amendment and the Trust Amendment. The number of shares of common stock presented for redemption was 3,215,528.

Set forth below are the final voting results for the proposal:

Extension Amendment

The Extension Amendment was approved. The voting results were as follows:

Votes For	Votes Against	Abstentions
13,327,939	861,981	0

Trust Amendment

The Trust Amendment was approved. The voting results were as follows:

Votes For	Votes Against	Abstentions
13,327,939	861,981	0

Item 8.01 Other Events.

On September 21, 2015, the Company issued a press release announcing that it has set October 15, 2015 as the date for the special meeting of stockholders and special meeting of public warrantholders in connection with its previously announced business combination transaction with Ascend Telecom Holdings Limited (the “Business Combination”) and to report the outcome of the special meeting of stockholders described above. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Exhibit
3.1	Amendment to the Amended and Restated Certificate of Incorporation, effective September 18, 2015.
10.1	Amendment No. 1 to the Investment Management Trust Agreement, dated as of September 18, 2015, by and between the Company and Continental Stock Transfer & Trust Company.
10.2	Amended Letter Agreement, dated as of September 18, 2015, between the Company, GEH Capital, Inc., Thomas J. Baldwin, Joseph A. De Perio, George E. Hall, Francis A. Ruchalski and Daniel A. Strauss.
10.3	Amended Letter Agreement, dated as of September 18, 2015, between the Company and Andrew Reilly.
10.4	Amended Letter Agreement, dated as of September 18, 2015, between the Company and Tracy B. McKibben.
10.5	Amended Letter Agreement, dated as of September 18, 2015, between the Company and Jamal Mashburn.
10.6	Amended Letter Agreement, dated as of September 18, 2015, between the Company and Thomas Barber.
10.7	Amendment to Underwriting Agreement, dated as of September 21, 2015, by and among the Company and Deutsche Bank Securities, Inc., as representative of the underwriters.
99.1	Press Release.

ADDITIONAL INFORMATION ABOUT THE BUSINESS COMBINATION AND WHERE TO FIND IT

In connection with the proposed Business Combination, Ascend Holdings, a newly formed Cayman Islands holding company which, following the Business Combination, will be the indirect parent of Ascend Telecom Infrastructure Private Limited (“Ascend India”), filed a Registration Statement on Form F-4 (file no. 333-205872) with the Securities and Exchange Commission (“SEC”) which includes the related preliminary proxy statement/prospectus (the “proxy statement/prospectus”), that is both the proxy statement to be distributed to holders of ROI’s common stock and public warrants in connection with the solicitation by ROI of proxies for the vote by the stockholders on the Business Combination and the vote by the warrantholders on a proposed amendment to the warrant agreement governing ROI’s outstanding warrants, as well as the prospectus covering the registration of the proposed issuance of ordinary shares to be issued in the Business Combination and pursuant to the warrant amendment proposal. ROI’s stockholders and warrantholders and other interested persons are advised to read the preliminary proxy statement/prospectus included in the Registration Statement, and amendments thereto, and the definitive proxy statement/prospectus for the Business Combination and warrant agreement amendment, when available, because these documents will contain important information about Ascend Holdings, Ascend India, ROI, the proposed Business Combination and the proposed warrant agreement amendment. The definitive proxy statement/prospectus for the proposed Business Combination and warrant agreement amendment will be mailed to stockholders and warrantholders of ROI, as applicable, as of September 18, 2015, the record date established for the special meetings of stockholders and warrantholders. Stockholders and warrantholders, as applicable, will also be able to obtain copies of the Registration Statement, which includes the preliminary proxy statement/prospectus, and the definitive proxy statement/prospectus, when available, without charge, at the SEC's Internet site at http://www.sec.gov or by directing a request to: ROI Acquisition Corp. II, 601 Lexington Avenue, 51st Floor, New York, New York 10022, tel. (212) 825-0400, Attention: Joseph A. De Perio.

ABOUT ROI ACQUISITION CORP. II

ROI is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving ROI and one or more businesses. ROI is a Delaware corporation formed in 2013. Its securities are traded on NASDAQ under the ticker symbols ROIQ, ROIQW and ROIQU.

ABOUT ASCEND INDIA

Ascend India, a private limited company incorporated in March 2002 under the Indian Companies Act in the Republic of India, is an independent owner and provider of passive telecommunications infrastructure on a shared, multi-tenancy basis for all 11 wireless operators in India. As of March 31, 2015, Ascend had 4,843 towers and 8,769 tenants. Following the business combination, Ascend will be an indirect wholly-owned subsidiary of Ascend Holdings, a newly formed Cayman Islands holding company.

PARTICIPANTS IN THE SOLICITATION

ROI and its directors and officers may be deemed participants in the solicitation of proxies to ROI’s stockholders with respect to the proposed Business Combination. A list of the names of those directors and officers and a description of their interests in ROI is contained in ROI’s prospectus dated September 16, 2013, which was filed with the SEC on September 18, 2013, and will also be contained in the definitive proxy statement for the proposed Business Combination when available.

FORWARD LOOKING STATEMENTS

This report includes “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate”, “believe”, “expect”, “estimate”, “plan”, “outlook”, and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters and includes statements regarding expected future financial and operating performance. Such forward looking statements include statements with respect to financial and operating performance, strategies, prospects and other aspects of the businesses of ROI, Ascend Holdings, Ascend India and the combined company after completion of the proposed business combination, and are based on current expectations that are subject to risks and uncertainties.

A number of factors could cause actual results or outcomes to differ materially from those indicated by such forward looking statements. These factors include, but are not limited to: the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement for the business combination transaction; the outcome of any legal proceedings that may be instituted against ROI, Ascend Holdings, Ascend India or others following announcement of the Business Combination and transactions contemplated therein; the inability to complete the transactions contemplated by the merger agreement related to the Business Combination due to the failure to obtain approval of the stockholders of ROI or other conditions to closing in the merger agreement; the ability to meet Nasdaq’s listing standards following the Business Combination; the risk that the proposed Business Combination disrupts current plans and operations as a result of the announcement and consummation of the transactions described herein; the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with suppliers and obtain adequate supply of products and retain its management and key employees; costs related to the proposed Business Combination; changes in applicable laws or regulations; the possibility that Ascend India may be adversely affected by other economic, business, and/or competitive factors; and other risks and uncertainties indicated in the Registration Statement, including those under “Risk Factors” therein, and other filings with the SEC by ROI. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and ROI, Ascend India and Ascend Holdings undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

Disclaimer

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Dated September 22, 2015

ROI Acquisition Corp. II
By:	/s/ Joseph A. De Perio
	Joseph A. De Perio Vice Chairman of the Board and President

EXHIBIT INDEX

Exhibit Number	Exhibit
3.1	Amendment to the Amended and Restated Certificate of Incorporation, effective September 18, 2015.
10.1	Amendment No. 1 to the Investment Management Trust Agreement, dated as of September 18, 2015, by and between the Company and Continental Stock Transfer & Trust Company.
10.2	Amended Letter Agreement, dated as of September 18, 2015, between the Company, GEH Capital, Inc., Thomas J. Baldwin, Joseph A. De Perio, George E. Hall, Francis A. Ruchalski and Daniel A. Strauss.
10.3	Amended Letter Agreement, dated as of September 18, 2015, between the Company and Andrew Reilly.
10.4	Amended Letter Agreement, dated as of September 18, 2015, between the Company and Tracy B. McKibben.
10.5	Amended Letter Agreement, dated as of September 18, 2015, between the Company and Jamal Mashburn.
10.6	Amended Letter Agreement, dated as of September 18, 2015, between the Company and Thomas Barber.
10.7	Amendment to Underwriting Agreement, dated as of September 21, 2015, by and among the Company and Deutsche Bank Securities, Inc., as representative of the underwriters.
99.1	Press Release.

EX-3.1

Exhibit 3.1

AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
ROI ACQUISITION CORP. II
 __________________________________

Pursuant to Section 242 of the 
Delaware General Corporation Law

______________________________________

The undersigned, being a duly authorized officer of ROI ACQUISITION CORP. II (the “Corporation”), a corporation existing under the laws of the State of Delaware, does hereby certify as follows:

1. The name of the Corporation is ROI Acquisition Corp. II.

2. The Corporation’s Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on June 28, 2013, and an Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on September 16, 2013.

3. This Amendment to the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate of Incorporation of the Corporation.

4. This Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by the affirmative vote of the holders of 65% of the stock entitled to vote at a meeting of stockholders in accordance with the provisions of Sections 242 of the General Corporation Law of the State of Delaware (the “GCL”).

5. The text of Section 9.1(b) is hereby amended and restated to read in full as follows:

(b) Immediately after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the underwriters’ over-allotment option) and certain other amounts specified in the Corporation’s registration statement on Form S-1, as initially filed with the Securities and Exchange Commission on August 19, 2013, as amended (the “Registration Statement”), shall be deposited in a trust account (the “Trust Account”), established for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration Statement. Except for the withdrawal of interest to pay income taxes and franchise taxes, none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earlier of (i) the completion of the initial Business Combination and (ii) the redemption of 100% of the Offering Shares (as defined below) if the Corporation is unable to complete its initial Business Combination by October 26, 2015. Holders of shares of the Corporation’s Common Stock included as part of the units sold in the Offering (the “Offering Shares”) (whether such Offering Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are affiliates of GEH Capital, Inc. (the “Sponsor”)) are referred to herein as “Public Stockholders.”

6. The text of Section 9.2(d) is hereby amended and restated to read in full as follows:

(d) In the event that the Corporation has not consummated a Business Combination by October 26, 2015, the Corporation shall (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Offering Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable and less up to $50,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding Offering Shares, which redemption will completely extinguish rights of the Public Stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Corporation’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.

7. The text of Section 9.7 is hereby amended and restated to read in full as follows:

Section 9.7 Additional Redemption Rights. If, in accordance with Section 9.1(a), any amendment is made to Section 9.2(d) that would affect the substance or timing of the Corporation’s obligation to redeem 100% of the Offering Shares if the Corporation has not consummated a Business Combination by October 26, 2015, the Public Stockholders shall be provided with the opportunity to redeem their Offering Shares upon the approval of any such amendment, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable), divided by the number of then outstanding Offering Shares. The Corporation’s ability to provide such opportunity is subject to the Redemption Limitation.

IN WITNESS WHEREOF, I have signed this Amendment to the Amended and Restated Certificate of Incorporation this 18th day of September, 2015.

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

EX-10.1

Exhibit 10.1

AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENT

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

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

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

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

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

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

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

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

1. Amendment of Trust Agreement.

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

“(i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer or Chairman of the board of directors (the “Board”) or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable and less up to $50,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) October 26, 2015, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable and less up to $50,000 of interest that may be released to the Company to pay dissolution expenses), shall be distributed to the Public Stockholders of record as of such date; provided, however, that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by October 26, 2015, the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been distributed to the Public Stockholders;”

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

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

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

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

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

“EXHIBIT B
 
[Letterhead of Company]
 
[Insert date]

Continental Stock Transfer& Trust Company
17 Battery Place
New York, New York 10004
Attn: Steven G. Nelson or Frank Di Paolo

Re: Trust Account No.     Termination Letter

Gentlemen:

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

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

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

cc: Deutsche Bank Securities Inc.”

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

“EXHIBIT D
 
[Letterhead of Company]
 
[Insert date]

Continental Stock Transfer & Trust Company
17 Battery Place
New York, New York 10004
Attn: Cynthia Jordan, Vice President

Re: Trust Account No.     Stockholder Redemption Withdrawal Instruction

Gentlemen:

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

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

[WIRE INSTRUCTION INFORMATION]

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

 cc: Deutsche Bank Securities Inc.”

2. Miscellaneous Provisions.

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

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

2.3. Applicable Law.  The validity, interpretation and performance of this Amendment shall be governed in all respects by the laws of the State of New York, without giving effect to conflict of laws.

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

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

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

[Signature page follows]

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

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

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

[Signature Page to Amendment to Investment Management Trust Agreement]

EX-10.2

Exhibit 10.2

September 18, 2015

ROI Acquisition Corp. II

601 Lexington Ave., 51st Floor

New York, NY 10022

Re: Letter Agreement Dated as of September 16, 2013

Gentlemen:

Reference is made to that certain letter (the “Letter Agreement”), dated as of September 16, 2013, among ROI Acquisition Corp. II, a Delaware corporation (the “Company”), GEH Capital, Inc. (the “Sponsor”), Thomas J. Baldwin, Joseph A. De Perio, George E. Hall, Francis A. Ruchalski and Daniel A. Strauss (each, an “Insider” and collectively the “Insiders”), that was delivered in accordance with the Underwriting Agreement, dated September 16, 2013, between the Company and Deutsche Bank Securities Inc., relating to the Company’s initial public offering.

On September 18, 2015, the Company received approval of its stockholders to (i) amend the Company’s amended and restated certificate of incorporation to extend the date by which the Company must consummate an initial business combination from September 20, 2015 to October 26, 2015 (the “Extension Amendment”) and (ii) amend the Investment Management Trust Agreement, made effective as of September 16, 2013, by and between the Company and Continental Stock Transfer & Trust Company (“Continental”), to extend the date on which Continental must liquidate the trust account established in connection with the Company’s initial public offering (the “trust account”) if the Company has not completed a business combination from September 20, 2015 to October 26, 2015 and to permit the withdrawal of funds from the trust account to pay stockholders who properly exercise their redemption rights in connection with the Extension Amendment.

This letter (this “Amendment”) amends the Letter Agreement to provide that October 26, 2015 is the date by which the Company must complete a business combination or cease all operations and redeem shares of its common stock in accordance with the Company’s amended and restated certificate of incorporation.

In acknowledgment and consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Sponsor and the Insiders hereby agree with the Company as follows:

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

“The Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination (as defined in the Underwriting Agreement) by October 26, 2015, the Sponsor and Insiders shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Common Stock sold as part of the Units in the Public Offering (the “Offering Shares”), at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable and less up to $50,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and other requirements of applicable law. The Sponsor and each Insider agrees to not propose any amendment to the Company’s amended and restated certificate of incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of the Offering Shares if the Company does not complete a Business Combination by October 26, 2015, unless the Company provides its public stockholders with the opportunity to redeem their shares of Common Stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest (which interest shall be net of franchise and income taxes payable), divided by the number of then outstanding public shares.

The Sponsor and each Insider acknowledges that it or he has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares. The Sponsor and each Insider hereby further waives, with respect to any shares of the Common Stock held by it or him, if any, any redemption rights it or he may have in connection with the consummation of a Business Combination, including, without limitation, any such rights available in the context of a stockholder vote to approve such Business Combination or in the context of a tender offer made by the Company to purchase shares of the Common Stock (although the Sponsor and Insiders shall be entitled to redemption and liquidation rights with respect to any shares of the Common Stock (other than the Founder Shares) it or they hold if the Company fails to consummate a Business Combination by October 26, 2015.”

2. The Letter Agreement is hereby amended by deleting paragraph (a) of numbered item 6 in its entirety and replacing it with the following:

“The Sponsor and each Insider hereby agrees not to participate in the formation of, or become an officer or director of, any other blank check company until the Company has entered into a definitive agreement with respect to a Business Combination or the Company has failed to complete a Business Combination by October 26, 2015.”

3. The validity, interpretation and performance of this Amendment shall be governed in all respects by the laws of the State of New York, without giving effect to conflict of laws.

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

The remaining provisions of the Letter Agreement are otherwise restated and incorporated herein.

Sincerely,
GEH CAPITAL, INC.
By:	/s/ Francis A. Ruchalski
	Name: Francis A. Ruchalski
	Title: Authorized Signatory

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

By:	/s/ Joseph A. De Perio
	Joseph A. De Perio

By:	/s/ George E. Hall
	George E. Hall

By:	/s/ Francis A. Ruchalski
	Francis A. Ruchalski

By:	/s/ Daniel A. Strauss
	Daniel A. Strauss

Acknowledged and Agreed: ROI ACQUISITION CORP. II
By:	/s/ Thomas J. Baldwin
	Name: Thomas J. Baldwin Title: Chairman and Chief Executive Officer

EX-10.3

Exhibit 10.3

September 18, 2015

ROI Acquisition Corp. II

601 Lexington Ave., 51st Floor

New York, NY 10022

Re: Letter Agreement Dated as of September 16, 2013

Gentlemen:

Reference is made to that certain letter (the “Letter Agreement”), dated as of September 16, 2013, between ROI Acquisition Corp. II, a Delaware corporation (the “Company”), and the undersigned that was delivered in accordance with the Underwriting Agreement, dated September 16, 2013, between the Company and Deutsche Bank Securities Inc., relating to the Company’s initial public offering.

On September 18, 2015, the Company received approval of its stockholders to (i) amend the Company’s amended and restated certificate of incorporation to extend the date by which the Company must consummate an initial business combination from September 20, 2015 to October 26, 2015 (the “Extension Amendment”) and (ii) amend the Investment Management Trust Agreement, made effective as of September 16, 2013, by and between the Company and Continental Stock Transfer & Trust Company (“Continental”), to extend the date on which Continental must liquidate the trust account established in connection with the Company’s initial public offering (the “trust account”) if the Company has not completed a business combination from September 20, 2015 to October 26, 2015 and to permit the withdrawal of funds from the trust account to pay stockholders who properly exercise their redemption rights in connection with the Extension Amendment.

This letter (this “Amendment”) amends the Letter Agreement to provide that October 26, 2015 is the date by which the Company must complete a business combination or cease all operations and redeem shares of its common stock in accordance with the Company’s amended and restated certificate of incorporation.

In acknowledgment and consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the Company as follows:

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

“The undersigned hereby agrees that in the event that the Company fails to consummate a Business Combination (as defined in the Underwriting Agreement) by October 26, 2015, he or she shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Common Stock sold as part of the Units in the Public Offering (the “Offering Shares”), at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable and less up to $50,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and other requirements of applicable law. The undersigned agrees that he or she will not propose any amendment to the Company’s amended and restated certificate of incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of the Offering Shares if the Company does not complete a Business Combination by October 26, 2015, unless the Company provides its public stockholders with the opportunity to redeem their shares of Common Stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest, (which interest shall be net of franchise and income taxes payable), divided by the number of then outstanding public shares.

The undersigned acknowledges that he or she has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares. The undersigned hereby further waives, with respect to any shares of the Common Stock held by him or her, any redemption rights he or she may have in connection with the consummation of a Business Combination, including, without limitation, any such rights available in the context of a stockholder vote to approve such Business Combination or in the context of a tender offer made by the Company to purchase shares of the Common Stock (although the undersigned shall be entitled to redemption and liquidation rights with respect to any shares of the Common Stock (other than the Founder Shares) he or she holds if the Company fails to consummate a Business Combination by October 26, 2015.”

2. The validity, interpretation and performance of this Amendment shall be governed in all respects by the laws of the State of New York, without giving effect to conflict of laws.

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

The remaining provisions of the Letter Agreement are otherwise restated and incorporated herein.
 

Sincerely,
By:	/s/ Andrew Reilly
	Andrew Reilly

Acknowledged and Agreed: ROI ACQUISITION CORP. II
By:	/s/ Thomas J. Baldwin
	Name: Thomas J. Baldwin Title: Chairman and Chief Executive Officer

EX-10.4

Exhibit 10.4

September 18, 2015

ROI Acquisition Corp. II

601 Lexington Ave., 51st Floor

New York, NY 10022

Re: Letter Agreement Dated as of September 16, 2013

Gentlemen:

Reference is made to that certain letter (the “Letter Agreement”), dated as of September 16, 2013, between ROI Acquisition Corp. II, a Delaware corporation (the “Company”), and you that was delivered in accordance with the Underwriting Agreement, dated September 16, 2013, between the Company and Deutsche Bank Securities Inc., relating to the Company’s initial public offering.

On September 18, 2015, the Company received approval of its stockholders to (i) amend the Company’s amended and restated certificate of incorporation to extend the date by which the Company must consummate an initial business combination from September 20, 2015 to October 26, 2015 (the “Extension Amendment”) and (ii) amend the Investment Management Trust Agreement, made effective as of September 16, 2013, by and between the Company and Continental Stock Transfer & Trust Company (“Continental”), to extend the date on which Continental must liquidate the trust account established in connection with the Company’s initial public offering (the “trust account”) if the Company has not completed a business combination from September 20, 2015 to October 26, 2015 and to permit the withdrawal of funds from the trust account to pay stockholders who properly exercise their redemption rights in connection with the Extension Amendment.

This letter (this “Amendment”) amends the Letter Agreement to provide that October 26, 2015 is the date by which the Company must complete a business combination or cease all operations and redeem shares of its common stock in accordance with the Company’s amended and restated certificate of incorporation.

In acknowledgment and consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the Company as follows:

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

“The undersigned hereby agrees that in the event that the Company fails to consummate a Business Combination (as defined in the Underwriting Agreement) by October 26, 2015, he or she shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Common Stock sold as part of the Units in the Public Offering (the “Offering Shares”), at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable and less up to $50,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and other requirements of applicable law. The undersigned agrees that he or she will not propose any amendment to the Company’s amended and restated certificate of incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of the Offering Shares if the Company does not complete a Business Combination by October 26, 2015, unless the Company provides its public stockholders with the opportunity to redeem their shares of Common Stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest, (which interest shall be net of franchise and income taxes payable), divided by the number of then outstanding public shares.

The undersigned acknowledges that he or she has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares. The undersigned hereby further waives, with respect to any shares of the Common Stock held by him or her, any redemption rights he or she may have in connection with the consummation of a Business Combination, including, without limitation, any such rights available in the context of a stockholder vote to approve such Business Combination or in the context of a tender offer made by the Company to purchase shares of the Common Stock (although the undersigned shall be entitled to redemption and liquidation rights with respect to any shares of the Common Stock (other than the Founder Shares) he or she holds if the Company fails to consummate a Business Combination by October 26, 2015.”

2. The validity, interpretation and performance of this Amendment shall be governed in all respects by the laws of the State of New York, without giving effect to conflict of laws.

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

The remaining provisions of the Letter Agreement are otherwise restated and incorporated herein.
 

Sincerely,
By:	/s/ Tracy B. McKibben
	Tracy B. McKibben

Acknowledged and Agreed: ROI ACQUISITION CORP. II
By:	/s/ Thomas J. Baldwin
	Name: Thomas J. Baldwin Title: Chairman and Chief Executive Officer

EX-10.5

Exhibit 10.5

September 18, 2015

ROI Acquisition Corp. II

601 Lexington Ave., 51st Floor

New York, NY 10022

Re: Letter Agreement Dated as of September 16, 2013

Gentlemen:

Reference is made to that certain letter (the “Letter Agreement”), dated as of September 16, 2013, between ROI Acquisition Corp. II, a Delaware corporation (the “Company”), and the undersigned that was delivered in accordance with the Underwriting Agreement, dated September 16, 2013, between the Company and Deutsche Bank Securities Inc., relating to the Company’s initial public offering.

On September 18, 2015, the Company received approval of its stockholders to (i) amend the Company’s amended and restated certificate of incorporation to extend the date by which the Company must consummate an initial business combination from September 20, 2015 to October 26, 2015 (the “Extension Amendment”) and (ii) amend the Investment Management Trust Agreement, made effective as of September 16, 2013, by and between the Company and Continental Stock Transfer & Trust Company (“Continental”), to extend the date on which Continental must liquidate the trust account established in connection with the Company’s initial public offering (the “trust account”) if the Company has not completed a business combination from September 20, 2015 to October 26, 2015 and to permit the withdrawal of funds from the trust account to pay stockholders who properly exercise their redemption rights in connection with the Extension Amendment.

This letter (this “Amendment”) amends the Letter Agreement to provide that October 26, 2015 is the date by which the Company must complete a business combination or cease all operations and redeem shares of its common stock in accordance with the Company’s amended and restated certificate of incorporation.

In acknowledgment and consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the Company as follows:

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

“The undersigned hereby agrees that in the event that the Company fails to consummate a Business Combination (as defined in the Underwriting Agreement) by October 26, 2015, he or she shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Common Stock sold as part of the Units in the Public Offering (the “Offering Shares”), at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable and less up to $50,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and other requirements of applicable law. The undersigned agrees that he or she will not propose any amendment to the Company’s amended and restated certificate of incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of the Offering Shares if the Company does not complete a Business Combination by October 26, 2015, unless the Company provides its public stockholders with the opportunity to redeem their shares of Common Stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest, (which interest shall be net of franchise and income taxes payable), divided by the number of then outstanding public shares.

The undersigned acknowledges that he or she has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares. The undersigned hereby further waives, with respect to any shares of the Common Stock held by him or her, any redemption rights he or she may have in connection with the consummation of a Business Combination, including, without limitation, any such rights available in the context of a stockholder vote to approve such Business Combination or in the context of a tender offer made by the Company to purchase shares of the Common Stock (although the undersigned shall be entitled to redemption and liquidation rights with respect to any shares of the Common Stock (other than the Founder Shares) he or she holds if the Company fails to consummate a Business Combination by October 26, 2015.”

2. The validity, interpretation and performance of this Amendment shall be governed in all respects by the laws of the State of New York, without giving effect to conflict of laws.

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

The remaining provisions of the Letter Agreement are otherwise restated and incorporated herein.
 

Sincerely,
By:	/s/ Jamal Mashburn
	Jamal Mashburn

Acknowledged and Agreed: ROI ACQUISITION CORP. II
By:	/s/ Thomas J. Baldwin
	Name: Thomas J. Baldwin Title: Chairman and Chief Executive Officer

EX-10.6

Exhibit 10.6

September 18, 2015

ROI Acquisition Corp. II

601 Lexington Ave., 51st Floor

New York, NY 10022

Re: Letter Agreement Dated as of September 16, 2013

Gentlemen:

Reference is made to that certain letter (the “Letter Agreement”), dated as of September 16, 2013, between ROI Acquisition Corp. II, a Delaware corporation (the “Company”), and the undersigned that was delivered in accordance with the Underwriting Agreement, dated September 16, 2013, between the Company and Deutsche Bank Securities Inc., relating to the Company’s initial public offering.

On September 18, 2015, the Company received approval of its stockholders to (i) amend the Company’s amended and restated certificate of incorporation to extend the date by which the Company must consummate an initial business combination from September 20, 2015 to October 26, 2015 (the “Extension Amendment”) and (ii) amend the Investment Management Trust Agreement, made effective as of September 16, 2013, by and between the Company and Continental Stock Transfer & Trust Company (“Continental”), to extend the date on which Continental must liquidate the trust account established in connection with the Company’s initial public offering (the “trust account”) if the Company has not completed a business combination from September 20, 2015 to October 26, 2015 and to permit the withdrawal of funds from the trust account to pay stockholders who properly exercise their redemption rights in connection with the Extension Amendment.

This letter (this “Amendment”) amends the Letter Agreement to provide that October 26, 2015 is the date by which the Company must complete a business combination or cease all operations and redeem shares of its common stock in accordance with the Company’s amended and restated certificate of incorporation.

In acknowledgment and consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the Company as follows:

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

“The undersigned hereby agrees that in the event that the Company fails to consummate a Business Combination (as defined in the Underwriting Agreement) by October 26, 2015, he or she shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Common Stock sold as part of the Units in the Public Offering (the “Offering Shares”), at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable and less up to $50,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and other requirements of applicable law. The undersigned agrees that he or she will not propose any amendment to the Company’s amended and restated certificate of incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of the Offering Shares if the Company does not complete a Business Combination by October 26, 2015, unless the Company provides its public stockholders with the opportunity to redeem their shares of Common Stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest, (which interest shall be net of franchise and income taxes payable), divided by the number of then outstanding public shares.

The undersigned acknowledges that he or she has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares. The undersigned hereby further waives, with respect to any shares of the Common Stock held by him or her, any redemption rights he or she may have in connection with the consummation of a Business Combination, including, without limitation, any such rights available in the context of a stockholder vote to approve such Business Combination or in the context of a tender offer made by the Company to purchase shares of the Common Stock (although the undersigned shall be entitled to redemption and liquidation rights with respect to any shares of the Common Stock (other than the Founder Shares) he or she holds if the Company fails to consummate a Business Combination by October 26, 2015.”

2. The validity, interpretation and performance of this Amendment shall be governed in all respects by the laws of the State of New York, without giving effect to conflict of laws.

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

The remaining provisions of the Letter Agreement are otherwise restated and incorporated herein.

Sincerely,
By:	/s/ Thomas Barber
	Thomas Barber

Acknowledged and Agreed: ROI ACQUISITION CORP. II
By:	/s/ Thomas J. Baldwin
	Name: Thomas J. Baldwin Title: Chairman and Chief Executive Officer

EX-10.7

EXECUTION VERSION

Exhibit 10.7

September 21, 2015

ROI Acquisition Corp. II
601 Lexington Ave., 51st Floor
New York, NY 10022

Re: Underwriting Agreement

Ladies and Gentlemen:

Reference is made to that certain Underwriting Agreement (the “Underwriting Agreement”), dated as of September 16, 2013, by and among ROI Acquisition Corp. II, a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc., as representative (the “Representative”) of the several underwriters named on Schedule I to the Underwriting Agreement (collectively, the “Underwriters”). Except as otherwise specifically provided herein, all capitalized terms used herein shall have the meanings ascribed to them in the Underwriting Agreement.

The Underwriting Agreement is hereby amended by this letter agreement (the “Amendment”), effective as of the date first listed above, as follows:

1. The following quoted language “by twenty-one (21) months from the date of the consummation of the Offering (or twenty-four (24) months from the closing of the Offering if the Company has executed a letter of intent, agreement in principle or definitive agreement for a Business Combination within twenty-one (21) months from the closing of the Offering but has not completed the Business Combination within such 21-month period)” and “within twenty-one (21) months from the closing of the Offering (or twenty-four (24) months from the closing of the Offering if the Company has executed a letter of intent, agreement in principle or definitive agreement for a Business Combination within twenty-one (21) months from the closing of the Offering but has not completed the Business Combination within such 21-month period)” in Section 5(ff) of the Underwriting Agreement are both hereby replaced with “by October 26, 2015.”

2. The following quoted language “within twenty-one (21) months from the date of the consummation of the Offering (or twenty-four (24) months from the closing of the Offering if the Company has executed a letter of intent, agreement in principle or definitive agreement for a Business Combination within twenty-one (21) months from the closing of the Offering but has not completed the Business Combination within such 21-month period)” in Section 5(hh) of the Underwriting Agreement is hereby replaced with “by October 26, 2015.”

Except as expressly modified herein, all of the terms of the Underwriting Agreement shall remain in full force and effect. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall constitute the same Amendment.

This Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. Any legal suit, action or proceeding arising out of or based upon this Letter Agreement or the transactions contemplated hereby shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court, as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth in the Underwriting Agreement shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.

The Company hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Letter Agreement or the transactions contemplated hereby.

If the foregoing is in accordance with your understanding of our agreement, kindly indicate your acceptance in the space provided for that purpose below, whereupon it will become a binding agreement among the Company and the several Underwriters in accordance with its terms.

Very truly yours,
ROI ACQUISITION CORP. II
By:	/s/ Thomas J. Baldwin
	Name: Thomas J. Baldwin
	Title: Chairman and Chief Executive Officer

The foregoing Amendment

is hereby confirmed and accepted as

of the date first above written.

DEUTSCHE BANK SECURITIES INC.

As Representative of the several

Underwriters listed on Schedule I
to the Underwriting Agreement

By:	DEUTSCHE BANK SECURITIES INC.
By:	/s/ Ed Sunoo
	Name: Ed Sunoo
	Title: Managing Director
By:	Mahesh Srinivasan
	Name: Mahesh Srinivasan
	Title: Director

EX-99.1

Exhibit 99.1

ROI Acquisition Corp. II Announces Special Meeting Date of October 15, 2015 for Votes on its Business Combination with Ascend Telecom Holdings Limited

Extension Approved by ROI’s Stockholders Allows for Business Combination to Close by October 26, 2015

NEW YORK, NY, September 21, 2015 -- ROI Acquisition Corp. II (“ROI”) (NASDAQ:ROIQ; ROIQW; ROIQU) today announced that it has set October 15, 2015 as the date for the special meetings of ROI’s stockholders and public warrantholders relating to the previously announced business combination transaction (the "Business Combination") between ROI and Ascend Telecom Holdings Limited (“Ascend Holdings”). The special meetings will be held at the offices of McDermott Will & Emery LLP, 340 Madison Avenue, New York, New York. Holders of record of ROI’s common stock and warrants at the close of business on September 18, 2015 are entitled to notice of and to vote at the stockholder and warrantholder special meetings, respectively, and any adjournments or postponements thereof. ROI expects the closing of the Business Combination, if approved, to occur as promptly as practicable thereafter, subject to the satisfaction of various closing conditions.

The full agendas for each of the special meetings will be detailed in ROI’s definitive proxy statement/prospectus which will be mailed to all stockholders and public warrantholders as of the record date.

“We look forward to closing the Business Combination expeditiously and providing capital to drive Ascend Holdings’ strong growth,” said Thomas J. Baldwin, Chairman and Chief Executive Officer of ROI.

“As evidenced by our recently disclosed preliminary financial results for the quarterly period ended June 30, 2015, our business momentum is strong, and we look forward to our upcoming U.S. listing to enhance our growth and market presence,” commented Sushil Kumar Chaturvedi, CEO of Ascend Holdings.

ROI also announced today that, on September 18, 2015, it received stockholder approval to extend the date by which it must complete a business combination to October 26, 2015 (the "Extension"). Approximately 94% of the votes cast, or 85% of the outstanding shares of common stock of ROI, were voted in favor of the Extension. In connection with the vote, holders of approximately 3.2 million shares of ROI’s common stock elected to exercise their redemption rights. Under the terms of the merger agreement for the Business Combination, ROI may conduct a private placement of its securities to fund the shortfall in cash required to complete the Business Combination due to redemptions by ROI’s public stockholders.

ADDITIONAL INFORMATION ABOUT THE BUSINESS COMBINATION AND WHERE TO FIND IT

In connection with the proposed Business Combination, Ascend Holdings, a newly formed Cayman Islands holding company which, following the Business Combination, will be the indirect parent of Ascend Telecom Infrastructure Private Limited (“Ascend India”), filed a Registration Statement on Form F-4 (file no. 333-205872) with the Securities and Exchange Commission (“SEC”) which includes the related preliminary proxy statement/prospectus (the “proxy statement/prospectus”), that is both the proxy statement to be distributed to holders of ROI’s common stock and public warrants in connection with the solicitation by ROI of proxies for the vote by the stockholders on the Business Combination and the vote by the warrantholders on a proposed amendment to the warrant agreement governing ROI’s outstanding warrants, as well as the prospectus covering the registration of the proposed issuance of ordinary shares to be issued in the Business Combination and pursuant to the warrant amendment proposal. ROI’s stockholders and warrantholders and other interested persons are advised to read the preliminary proxy statement/prospectus included in the Registration Statement, and amendments thereto, and the definitive proxy statement/prospectus for the Business Combination and warrant agreement amendment, when available, because these documents will contain important information about Ascend Holdings, Ascend India, ROI, the proposed Business Combination and the proposed warrant agreement amendment. The definitive proxy statement/prospectus for the proposed Business Combination and warrant agreement amendment will be mailed to stockholders and warrantholders of ROI, as applicable, as of September 18, 2015, the record date established for the special meetings of stockholders and warrantholders. Stockholders and warrantholders, as applicable, will also be able to obtain copies of the Registration Statement, which includes the preliminary proxy statement/prospectus, and the definitive proxy statement/prospectus, when available, without charge, at the SEC's Internet site at http://www.sec.gov or by directing a request to: ROI Acquisition Corp. II, 601 Lexington Avenue, 51st Floor, New York, New York 10022, tel. (212) 825-0400, Attention: Joseph A. De Perio.

ABOUT ROI ACQUISITION CORP. II

ROI is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving ROI and one or more businesses. ROI is a Delaware corporation formed in 2013. Its securities are traded on NASDAQ under the ticker symbols ROIQ, ROIQW and ROIQU.

ABOUT ASCEND INDIA

Ascend India, a private limited company incorporated in March 2002 under the Indian Companies Act in the Republic of India, is an independent owner and provider of passive telecommunications infrastructure on a shared, multi-tenancy basis for all 11 wireless operators in India. As of March 31, 2015, Ascend had 4,843 towers and 8,769 tenants. Following the business combination, Ascend will be an indirect wholly-owned subsidiary of Ascend Holdings, a newly formed Cayman Islands holding company.

PARTICIPANTS IN THE SOLICITATION

ROI and its directors and officers may be deemed participants in the solicitation of proxies to ROI’s stockholders with respect to the proposed Business Combination. A list of the names of those directors and officers and a description of their interests in ROI is contained in ROI’s prospectus dated September 16, 2013, which was filed with the SEC on September 18, 2013, and will also be contained in the definitive proxy statement for the proposed Business Combination when available.

FORWARD LOOKING STATEMENTS

This press release includes “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate”, “believe”, “expect”, “estimate”, “plan”, “outlook”, and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters and includes statements regarding expected future financial and operating performance. Such forward looking statements include statements with respect to financial and operating performance, strategies, prospects and other aspects of the businesses of ROI, Ascend Holdings, Ascend India and the combined company after completion of the proposed business combination, and are based on current expectations that are subject to risks and uncertainties.

A number of factors could cause actual results or outcomes to differ materially from those indicated by such forward looking statements. These factors include, but are not limited to: the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement for the business combination transaction; the outcome of any legal proceedings that may be instituted against ROI, Ascend Holdings, Ascend India or others following announcement of the Business Combination and transactions contemplated therein; the inability to complete the transactions contemplated by the merger agreement related to the Business Combination due to the failure to obtain approval of the stockholders of ROI or other conditions to closing in the merger agreement; the ability to meet Nasdaq’s listing standards following the Business Combination; the risk that the proposed Business Combination disrupts current plans and operations as a result of the announcement and consummation of the transactions described herein; the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with suppliers and obtain adequate supply of products and retain its management and key employees; costs related to the proposed Business Combination; changes in applicable laws or regulations; the possibility that Ascend India may be adversely affected by other economic, business, and/or competitive factors; and other risks and uncertainties indicated in the Registration Statement, including those under “Risk Factors” therein, and other filings with the SEC by ROI. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and ROI, Ascend India and Ascend Holdings undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

Disclaimer

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Contacts:

Sloane & Company

Erica Bartsch

212-446-1875

ROI Acquisition Corp. II

Joseph A. De Perio

212-825-0400