7,000,000 Units COMMITTED CAPITAL ACQUISITION CORPORATION II UNDERWRITING AGREEMENTUnderwriting Agreement • March 28th, 2014 • COMMITTED CAPITAL ACQUISITION Corp II • Blank checks • New York
Committed Capital Acquisition Corporation 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 Chardan Capital Markets, LLC (“QIU”), as the qualified independent underwriter, as follows:
WARRANT AGREEMENTWarrant Agreement • March 28th, 2014 • COMMITTED CAPITAL ACQUISITION Corp II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [_______], 2014, is by and between Committed Capital Acquisition Corporation II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 28th, 2014 • COMMITTED CAPITAL ACQUISITION Corp II • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [_______], 2014, is made and entered into by and among Committed Capital Acquisition Corporation II, 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”.
Committed Capital Acquisition Corporation II 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:Underwriting Agreement • March 28th, 2014 • COMMITTED CAPITAL ACQUISITION Corp II • 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 II, 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 8,050,000 of the Company’s units (the “Units”) (including up to 1,050,000 Units subject to an over-allotment option granted to the Underwriters), each comprised of one share of the Company’s common stock, par value $0.00001 per share (the “Common Stock”), and one warrant, where each warrant entitles the holder to purchase one-half of 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 “Regi
ContractTrust Indemnification Agreement • March 28th, 2014 • COMMITTED CAPITAL ACQUISITION Corp II • Blank checks • New York
THIS TRUST INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of [______], 2014, is made and entered into by and among Committed Capital Acquisition Corporation II, 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 • March 28th, 2014 • COMMITTED CAPITAL ACQUISITION Corp II • Blank checks • New York
This agreement (“Agreement”) is made as of [_________], 2014 by and between Committed Capital Acquisition Corporation II (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 • March 28th, 2014 • COMMITTED CAPITAL ACQUISITION Corp II • Blank checks • New York
THIS EXPENSE ADVANCEMENT AGREEMENT (this “Agreement”), dated as of [_________], 2014, is made and entered into by and between Committed Capital Acquisition Corporation II, a Delaware corporation (the “Company”), and Broadband Capital Management LLC (“Broadband”).
