COMMITTED CAPITAL ACQUISITION Corp II Sample Contracts

7,000,000 Units COMMITTED CAPITAL ACQUISITION CORPORATION II UNDERWRITING AGREEMENT
Underwriting Agreement • April 16th, 2014 • COMMITTED CAPITAL ACQUISITION Corp II • Blank checks • New York

Committed Capital Acquisition Corporation II, a Delaware corporation (the “Company”), hereby confirms its agreement with Broadband Capital Management LLC (the “Representative”) and the other underwriters named on Schedule A hereto, for which the Representative is acting as representative (the Representative, with such other underwriters, being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), and Chardan Capital Markets, LLC (“QIU”), as the qualified independent underwriter, as follows:

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INDEMNITY AGREEMENT
Indemnity Agreement • March 10th, 2014 • COMMITTED CAPITAL ACQUISITION Corp II • Blank checks • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [________], 2014, by and between COMMITTED CAPITAL ACQUISITION CORPORATION II, a Delaware corporation (the “Company”), and [___________](“Indemnitee”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 28th, 2014 • COMMITTED CAPITAL ACQUISITION Corp II • Blank checks • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [_______], 2014, is made and entered into by and among Committed Capital Acquisition Corporation II, a Delaware corporation (the “Company”), and the undersigned parties listed under Holder on the signature page hereto (each such party, an “Initial Stockholder” and collectively the “Initial Stockholders,” and together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”.

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WARRANT AGREEMENT
Warrant Agreement • March 28th, 2014 • COMMITTED CAPITAL ACQUISITION Corp II • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of [_______], 2014, is by and between Committed Capital Acquisition Corporation II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).

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Committed Capital Acquisition Corporation II New York, NY 10019 Attn: Michael Rapoport Broadband Capital Management LLC New York, NY 10019 Attn: George Cannon Re: Initial Public Offering Ladies and Gentlemen:
Letter Agreement • March 28th, 2014 • COMMITTED CAPITAL ACQUISITION Corp II • Blank checks • New York

This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into, or proposed to be entered into, by and between Committed Capital Acquisition Corporation II, a Delaware corporation (the “Company”), and Broadband Capital Management LLC, as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”) of 8,050,000 of the Company’s units (the “Units”) (including up to 1,050,000 Units subject to an over-allotment option granted to the Underwriters), each comprised of one share of the Company’s common stock, par value $0.00001 per share (the “Common Stock”), and one warrant, where each warrant entitles the holder to purchase one-half of one share of Common Stock (each, a “Warrant”). The Units sold in the Offering shall be quoted and traded on the Over-the-Counter Bulletin Board pursuant to a registration statement on Form S-1 (the “Regi

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WARRANT AGREEMENT
Warrant Agreement • March 10th, 2014 • COMMITTED CAPITAL ACQUISITION Corp II • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of [_______], 2014, is by and between Committed Capital Acquisition Corporation II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).

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WARRANT AGREEMENT
Warrant Agreement • April 16th, 2014 • COMMITTED CAPITAL ACQUISITION Corp II • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of April 10, 2014, is by and between Committed Capital Acquisition Corporation II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).

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Contract
Trust Indemnification Agreement • April 16th, 2014 • COMMITTED CAPITAL ACQUISITION Corp II • Blank checks • New York

THIS TRUST INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of April 11, 2014, is made and entered into by and among Committed Capital Acquisition Corporation II, a Delaware corporation (the “Company”), Broadband Capital Management LLC (“Broadband”) and Michael Rapoport (a/k/a Michael Rapp) (“Rapp”).

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • April 16th, 2014 • COMMITTED CAPITAL ACQUISITION Corp II • Blank checks • New York

This agreement (“Agreement”) is made as of April 10, 2014 by and between Committed Capital Acquisition Corporation II (the “Company”), a Delaware corporation, and Continental Stock Transfer & Trust Company (“Trustee”) located at 17 Battery Place, New York, New York 10004. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement.

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Contract
Expense Advancement Agreement • April 16th, 2014 • COMMITTED CAPITAL ACQUISITION Corp II • Blank checks • New York

THIS EXPENSE ADVANCEMENT AGREEMENT (this “Agreement”), dated as of April 10, 2014, is made and entered into by and between Committed Capital Acquisition Corporation II, a Delaware corporation (the “Company”), and Broadband Capital Management LLC (“Broadband”).

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Contract
Trust Indemnification Agreement • May 30th, 2017 • COMMITTED CAPITAL ACQUISITION Corp II • Blank checks • New York

THIS TRUST INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of April __, 2017 is made and entered into by and between Committed Capital Acquisition Corporation II, a Delaware corporation (the “Company”) and Notespac, LLC (the “Indemnitor”).

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AMENDMENT TO THE WARRANT AGREEMENT
The Warrant Agreement • April 14th, 2016 • COMMITTED CAPITAL ACQUISITION Corp II • Blank checks

THIS AMENDMENT TO THE WARRANT AGREEMENT (this “Amendment”), made as of April 8, 2016, is by and between Committed Capital Acquisition Corporation II, a Delaware corporation (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).

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AMENDED AND RESTATED INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • April 14th, 2016 • COMMITTED CAPITAL ACQUISITION Corp II • Blank checks • New York

This amended and restated investment management trust agreement (“Agreement”) is made as of April 8, 2016, by and between Committed Capital Acquisition Corporation II (the “Company”), a Delaware corporation, and Continental Stock Transfer & Trust Company (“Trustee”) located at 17 Battery Place, New York, New York 10004. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement.

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TERMINATION AGREEMENT
Termination Agreement • November 3rd, 2017 • COMMITTED CAPITAL ACQUISITION Corp II • Blank checks

This Termination Agreement, dated as of September 17, 2017, is entered into by and between Committed Capital Acquisition Corporation II, a Delaware corporation (the “Company”) and Serruya Private Equity (“SPE”).

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NOTE PURCHASE AGREEMENT
Note Purchase Agreement • November 3rd, 2017 • COMMITTED CAPITAL ACQUISITION Corp II • Blank checks • New York

WHEREAS, Committed Capital Acquisition Corporation II, a Delaware corporation (the “Company”), which consummated its initial public offering on April 16, 2014 pursuant to a registration statement on Form S-1, No. 333-192586 (the “Offering”), is a blank check company whose purpose is to acquire, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, exchangeable stock transaction or other similar business transaction (a “Business Transaction”), one or more operating businesses or assets;

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Contract
Trust Indemnification Agreement • November 3rd, 2017 • COMMITTED CAPITAL ACQUISITION Corp II • Blank checks • New York

THIS AMENDED AND RESTATED TRUST INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of September 19, 2017 is made and entered into by and between Committed Capital Acquisition Corporation II, a Delaware corporation (the “Company”) and Notespac, LLC (the “Indemnitor”).

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Re: Lateral Stock Purchase
Letter Agreement • November 3rd, 2017 • COMMITTED CAPITAL ACQUISITION Corp II • Blank checks

This letter (“Letter Agreement”) is being delivered to you in connection with the purchase by the undersigned of shares (the “Purchased Shares”) of common stock, $.00001 par value per share (the “Common Stock”) of Committed Capital Acquisition Corporation II, a Delaware corporation (the “Company”), pursuant to that certain stock purchase agreement of even date herewith (the “Purchase Agreement”), entered by and among the Company, the undersigned and the selling stockholders signatory thereto. Certain capitalized terms used herein are defined in Section 6 hereof.

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • November 3rd, 2017 • COMMITTED CAPITAL ACQUISITION Corp II • Blank checks • New York

STOCK PURCHASE AGREEMENT (this “Agreement”) made as of September 19, 2017 among the parties set forth on the signature pages hereof.

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SECOND AMENDED AND RESTATED INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • April 14th, 2017 • COMMITTED CAPITAL ACQUISITION Corp II • Blank checks • New York

This second amended and restated investment management trust agreement (“Agreement”) is made as of April 10, 2017, by and between Committed Capital Acquisition Corporation II (the “Company”), a Delaware corporation, and Continental Stock Transfer & Trust Company (“Trustee”) located at 17 Battery Place, New York, New York 10004. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement.

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • November 3rd, 2017 • COMMITTED CAPITAL ACQUISITION Corp II • Blank checks • New York

STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of September 19, 2017 among the parties set forth on the signature pages hereof.

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Contract
Trust Indemnification Agreement • November 3rd, 2017 • COMMITTED CAPITAL ACQUISITION Corp II • Blank checks • New York

THIS AMENDED AND RESTATED TRUST INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of September 19, 2017, is made and entered into by and among Committed Capital Acquisition Corporation II, a Delaware corporation (the “Company”) and Michael Rapoport (a/k/a Michael Rapp) (“Rapp”).

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