0001144204-13-024410 Sample Contracts

WARRANT AGREEMENT
Warrant Agreement • April 29th, 2013 • Capitol Acquisition Corp. II • Blank checks • New York

THIS WARRANT AGREEMENT (“Agreement”) dated as of ________, 2013 is between Capitol Acquisition Corp. II, a Delaware corporation, (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Warrant Agent”).

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CAPITOL ACQUISITION CORP. II
Office Space and Administrative Services Agreement • April 29th, 2013 • Capitol Acquisition Corp. II • Blank checks

This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Capitol Acquisition Corp. II (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Venturehouse Group, LLC shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, situated at 509 7th Street, N.W., Washington, D.C. 20004 (or any successor location). In exchange therefore, the Company shall pay Venturehouse Group, LLC the sum of $7,500 per month on the Effective Date and continuing monthly thereafter until the Termination Date. Venturehouse Grou

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