5,000,000 Units COMMITTED CAPITAL ACQUISITION CORPORATION. UNDERWRITING AGREEMENTUnderwriting Agreement • July 22nd, 2011 • COMMITTED CAPITAL ACQUISITION Corp • Blank checks • New York
Committed Capital Acquisition Corporation (formerly known as Plastron Acquisition Corp. 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 Rodman & Renshaw, LLC (“Rodman”), as the qualified independent underwriter, as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 22nd, 2011 • COMMITTED CAPITAL ACQUISITION Corp • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [___________], 2011, is made and entered into by and among Committed Capital Acquisition Corporation, 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”.
WARRANT AGREEMENTWarrant Agreement • July 22nd, 2011 • COMMITTED CAPITAL ACQUISITION Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of ________________, 2011, is by and between Committed Capital Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
Committed Capital Acquisition Corporation 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 • July 22nd, 2011 • COMMITTED CAPITAL ACQUISITION Corp • 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, 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 5,750,000 of the Company’s units (the “Units”) (including up to 750,000 Units subject to an over-allotment option granted to the Underwriters), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant exercisable for 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 “Registration Statement”) and prospectus (the “Prospectus”)
ContractTrust Indemnification Agreement • July 22nd, 2011 • COMMITTED CAPITAL ACQUISITION Corp • Blank checks • New York
THIS TRUST INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of [___________], 2011, is made and entered into by and among Committed Capital Acquisition Corporation, a Delaware corporation (the “Company”), Broadband Capital Management LLC (“Broadband”) and Michael Rapoport (a/k/a Michael Rapp) (“Rapp”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 22nd, 2011 • COMMITTED CAPITAL ACQUISITION Corp • Blank checks • New York
This agreement (“Agreement”) is made as of ___________, 2011 by and between Committed Capital Acquisition Corporation (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.
ContractExpense Advancement Agreement • July 22nd, 2011 • COMMITTED CAPITAL ACQUISITION Corp • Blank checks • New York
THIS EXPENSE ADVANCEMENT AGREEMENT (this “Agreement”), dated as of [___________], 2011, is made and entered into by and between Committed Capital Acquisition Corporation, a Delaware corporation (the “Company”), and Broadband Capital Management LLC (“Broadband”).
