INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 22nd, 2011 • Capitol Acquisition Corp. II • Blank checks • New York
This Agreement is made as of ___________, 2011 by and between Capitol Acquisition Corp. II (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
Subscription AgreementSubscription Agreement • March 22nd, 2011 • Capitol Acquisition Corp. II • Blank checks
The undersigned hereby subscribes for and agrees to purchase _____ warrants (“Warrants”), each to purchase one share of Common Stock, at $0.75 per Warrant, of Capitol Acquisition Corp. II (the “Corporation”) for an aggregate purchase price of $_____ (“Purchase Price”). The purchase and issuance of the Warrants shall occur simultaneously with the consummation of the Corporation’s initial public offering of securities (“IPO”) which is being underwritten by Citigroup Global Markets Inc. The Warrants will be sold to the undersigned on a private placement basis and not as part of the IPO.
STOCK ESCROW AGREEMENTStock Escrow Agreement • March 22nd, 2011 • Capitol Acquisition Corp. II • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of ________, 2011 (“Agreement”), by and among CAPITOL ACQUISITION CORP. II, a Delaware corporation (“Company”), CAPITOL ACQUISITION MANAGEMENT 2 LLC and ___________ (collectively the “Sponsors”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
