WARRANT AGREEMENTWarrant Agreement • May 15th, 2013 • Capitol Acquisition Corp. II • Blank checks • New York
Contract Type FiledMay 15th, 2013 Company Industry JurisdictionTHIS WARRANT AGREEMENT (“Agreement”) dated as of May 10, 2013 is between Capitol Acquisition Corp. II, a Delaware corporation, (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 15th, 2013 • Capitol Acquisition Corp. II • Blank checks • New York
Contract Type FiledMay 15th, 2013 Company Industry JurisdictionTHIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 10th day of May, 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”).
Capitol Acquisition Corp. II 18,000,000 Units 1 Underwriting AgreementCapitol Acquisition Corp. II • May 15th, 2013 • Blank checks • New York
Company FiledMay 15th, 2013 Industry JurisdictionCapitol 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 18,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 2,700,000 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 singu
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 15th, 2013 • Capitol Acquisition Corp. II • Blank checks • New York
Contract Type FiledMay 15th, 2013 Company Industry JurisdictionThis Agreement is made as of May 10, 2013 by and between Capitol Acquisition Corp. II (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • May 15th, 2013 • Capitol Acquisition Corp. II • Blank checks • New York
Contract Type FiledMay 15th, 2013 Company Industry JurisdictionSTOCK ESCROW AGREEMENT, dated as of May 10, 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”).
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • May 15th, 2013 • Capitol Acquisition Corp. II • Blank checks • Delaware
Contract Type FiledMay 15th, 2013 Company Industry JurisdictionTHIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of May 10, 2013 (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”).