Capitol Acquisition Corp. II 15,000,000 Units 1 Underwriting AgreementUnderwriting Agreement • April 15th, 2013 • Capitol Acquisition Corp. II • Blank checks • New York
Capitol Acquisition Corp. II, a corporation organized under the laws of Delaware (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. (the “Representatives”) are acting as representatives, an aggregate of 15,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 2,250,000 additional Units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriters shall mean either the singular or plural as
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 15th, 2013 • Capitol Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___ day of _______, 2013, by and among Capitol Acquisition Corp. II, a Delaware corporation (the “Company”) and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 15th, 2013 • Capitol Acquisition Corp. II • Blank checks • New York
This Agreement is made as of ___________, 2013 by and between Capitol Acquisition Corp. II (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • April 15th, 2013 • Capitol Acquisition Corp. II • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of ________, 2013 (“Agreement”), by and among CAPITOL ACQUISITION CORP. II, a Delaware corporation (“Company”), CAPITOL ACQUISITION MANAGEMENT 2 LLC, L. DYSON DRYDEN, LAWRENCE CALCANO, RICHARD C. DONALDSON and PIYUSH SODHA (collectively the “Sponsors”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
Capitol Acquisition Corp. IIUnderwriting Agreement • April 15th, 2013 • Capitol Acquisition Corp. II • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Capitol Acquisition Corp. II, a Delaware corporation (the “Company”), and Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as representatives (the “Representatives”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one half of one warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 13 hereof.
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • April 15th, 2013 • Capitol Acquisition Corp. II • Blank checks • Delaware
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of [ ] (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Capitol Acquisition Corp. II., a Delaware corporation (the “Company”), Capitol Acquisition Management 2 LLC, a Delaware limited liability company, L. Dyson Dryden, Lawrence Calcano, Richard C. Donaldson and Piyush Sodha (collectively, the “Purchasers”) and Graubard Miller, as escrow agent (“Escrow Agent”).
