ESCROW AGREEMENT 


 


ESCROW AGREEMENT, dated
as of October 16, 2013, (this “Escrow Agreement”) by and among COMMITTED CAPITAL ACQUISITION CORPORATION (the
“Parent”), SAMUEL GOLDFINGER, as representative (the “Company Representative”) of the members
of THE ONE GROUP, LLC (the “Company”) and as trustee of the Liquidating Trust (the Liquidating Trust, collectively
with the members of the Company, the “Members”), and Continental Stock Transfer & Trust Company, as escrow
agent (the “Escrow Agent”).


 


WHEREAS, Parent, Company
and Company Representative are each party to an Agreement and Plan of Merger (the “Agreement”), dated as of
October 16, 2013. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement;


 


WHEREAS, pursuant to
Section 2.3(a) of the Agreement, Parent has agreed to place in escrow 2,000,000 shares of Parent Common Stock (the “Escrow
Shares”) to be held upon the terms and conditions set forth in this Escrow Agreement to secure the performance by the
Company and the Members of their indemnification and certain other obligations to Parent under the Agreement and to provide for
the return of certain shares of Parent Common Stock to Parent in the event that certain performance criteria set forth in the Agreement
are not met; and


 


WHEREAS, the Escrow
Agent has agreed to hold and/or release the Escrow Shares pursuant to the terms hereof.


 


NOW, THEREFORE, in
consideration of the mutual covenants and agreements contained herein and in the Agreement and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:


 


1.Appointment
of the Escrow Agent. Parent and Company Representative hereby appoint and designate the Escrow Agent as escrow agent for the
purposes set forth herein, and the Escrow Agent hereby accepts such appointment and designation, subject to the terms and conditions
contained herein.


 


2.Delivery
of Escrow Shares. Simultaneously with the execution of this Escrow Agreement, Parent has delivered or caused to be delivered
to the Escrow Agent the Escrow Shares, to be held by the Escrow Agent pursuant to the terms and conditions of this Escrow Agreement.
The Escrow Agent hereby acknowledges receipt of the Escrow Shares and agrees to hold and distribute the Escrow Shares as provided
herein.


 


3.Escrow
of Escrow Shares. The Escrow Agent hereby agrees to hold the Escrow Shares in escrow, and to distribute the Escrow Shares
in accordance with Section 4 below.


 





If a controversy exists
between Parent and Company Representative as to the correct disposition of the Escrow Shares and either party gives written notice
to the Escrow Agent of such controversy, the Escrow Agent shall continue to hold the Escrow Shares until (i) Parent and Company
Representative subsequently deliver to the Escrow Agent a joint written notice with respect to the disposition of the Escrow Shares,
or (ii) the Escrow Agent receives a certified copy of a final decree, order or decision of a court of competent jurisdiction constituting
the final determination of any dispute between Parent and Company Representative with respect to the Escrow Shares to be distributed
hereunder, which distribution shall be made in accordance with such notice or judicial determination (the “Determination
Notice”).


 






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Notwithstanding any
provision of this Escrow Agreement to the contrary, if at any time the Escrow Agent shall receive written instructions signed by
Parent and Company Representative with respect to delivery of all or part of the Escrow Shares, the Escrow Agent shall deliver
such portion of the Escrow Shares in accordance with such written instructions.


 


4.Distributions
of Escrow Shares. The Escrow Agent shall retain the Escrow Shares in the escrow from receipt of the Escrow Shares, to secure
the performance by the Company and the Members of their obligations to Parent under the Agreement in accordance with the following
provisions:


 


(a)Parent may from
time to time make demand of the Escrow Agent for claims of indemnification or other obligations under the Agreement by serving
upon the Escrow Agent and Company Representative a written notice demanding payment of an indemnification or other claim arising
under the Agreement (a “Notice of Claim”; and the right of indemnity or other claim asserted in a Notice of
Claim being hereinafter referred to as a “Claim”). Such Notice of Claim shall not be deemed given hereunder
unless such Notice of Claim shall set forth the nature of the Claim, the estimated amount of the Claim, and a reasonably detailed
statement of the facts underlying the Claim then known to Parent.


 


Any distributions of
Escrow Shares to satisfy a Claim shall be made by the delivery of Escrow Shares then held by the Escrow Agent, with the Escrow
Shares so distributed valued at the Release Price. For purposes hereof, the “Release Price” shall mean a value
equal to $5.00 per Escrow Share notwithstanding the market price for the Parent Common Stock as reported on the OTCBB or any other
applicable exchange or automated quotation system at the time any Claim is made hereunder.


 


(b)Company Representative
may reply to such Notice of Claim made under Section 4(a) hereof by written notice given to Parent with a copy to the Escrow Agent,
which notice shall state whether Company Representative agrees or disagrees that the Claim asserted by Parent is a valid Claim
under the Agreement and agrees or disagrees with respect to the amount of the Claim (the “Response Notice”).
If, within thirty (30) days after the later of the receipt by Company Representative or Escrow Agent of the Notice of Claim, Company
Representative does not give to the Escrow Agent and Parent a Response Notice which asserts that a dispute exists with respect
to such Claim, then the Escrow Agent shall distribute to Parent the amount of the Claim and the Escrow Shares shall be reduced
to the extent thereof. Unless otherwise notified by Company Representative in writing, Escrow Agent shall assume that the Notice
of Claim was received by Company Representative on the same day as received by Escrow Agent. If such Response Notice admits that
a portion of the Claim is a valid Claim under the Agreement, the Escrow Agent shall disburse to Parent the amount so admitted.


 


(c)If the Response
Notice given by Company Representative as provided in Section 4(b) hereof disputes the Claim asserted by Parent or the amount thereof,
then the amount of the Notice of Claim less any amount admitted by Company Representative as due Parent by its Response Notice
under Section 4(b) and disbursed to Parent, shall be treated as a disputed claim (the “Disputed Claim”) and
the amount of such Disputed Claim shall be held by the Escrow Agent as an undivided portion of the Escrow Shares until the Escrow
Agent receives receipt of a Determination Notice. Unless otherwise advised by Parent and Company Representative in writing, Escrow
Agent shall assume that the receipt of the Determination Notice was received by Parent and Company Representative on the same day
as received by Escrow Agent.


 






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(d)On the last day
of the 18th month following the date of this Escrow Agreement, the Escrow Agent shall promptly distribute the balance
of the Escrow Shares to the Members, less all outstanding Claims of Parent, including Disputed Claims, if any; provided, however,
that all such Disputed Claims shall be distributed to Parent or the Members, as applicable, pursuant to a Determination Notice
and the terms of this Agreement.


 


5.
Escrow Shares and Members.


 


(a)Rights
Incident to Ownership of Escrow Shares. Except as otherwise expressly provided herein, each Member shall at all times
retain and have the full and absolute right to exercise all rights and indicia of ownership with respect to the Escrow Shares
beneficially owned by such Member as set forth on Schedule I of this Escrow Agreement, including, without limitation, voting
rights; provided, however, that the Members shall have no right to transfer, pledge or encumber or otherwise dispose
of in any manner whatsoever any Escrow Shares that are held by the Escrow Agent pursuant to this Escrow Agreement. The Escrow
Shares shall be treated as having been actually issued, outstanding and transferred to the Members at Closing in accordance with
the terms of the Agreement. In accordance with the provisions of the Agreement, Parent shall cause all dividends or distributions
issued in respect of the Escrow Shares, if any, to be paid currently to the Members. If any Escrow Shares are transferred to the
Parent in accordance with the provisions of Section 4 hereof in satisfaction of a Claim or Claims, all rights and indicia of ownership
with respect to such shares (and any future dividends or distribution with respect thereto) shall thereupon reside with the Parent
or any subsequent holder thereof.


 


(b)Transfer of
Escrow Shares.  The Parent shall be solely responsible for providing, at its cost and expense, any certification, opinion
of counsel or other instrument or document necessary to comply with or satisfy any transfer restrictions to which the Escrow Shares
are subject, including, without limitation, any opinion of counsel required to be delivered pursuant to any restrictive legend
appearing on the certificate evidencing the Escrow Shares in connection with any distribution of Escrow Shares to be made by the
Escrow Agent under or pursuant to this Escrow Agreement. Any such opinion of counsel shall include the Escrow Agent as an addressee
or shall expressly consent to the Escrow Agent’s reliance thereon.


 


(c)Voting of and
Other Rights with Respect to Escrow Shares.  The Escrow Agent shall be under no duty to preserve, protect or exercise
rights in the Escrow Shares, and shall be responsible only for taking reasonable measures to maintain the physical safekeeping
thereof, and otherwise to perform such duties on its part as are expressly set forth in this Escrow Agreement, except that it will,
at the written request of a Member given to the Escrow Agent at least three (3) Business Days prior to the date on which the Escrow
Agent is requested therein to take any action, deliver to such Member a proxy or other instrument in the form supplied to it by
Parent for voting or otherwise exercising any right of consent with respect to any of the Escrow Shares held by the Escrow Agent
hereunder on behalf of such Member, and shall vote such Escrow Shares in the manner instructed by such Member in writing. The Escrow
Agent will not be responsible for authenticating the right of any Member to exercise voting authority in respect of Escrow Shares
held by it hereunder. The Escrow Agent shall, upon receiving proper written instructions from a Member (which instructions shall
be received at least three (3) Business Days prior to the date on which Escrow Agent is required to take any action hereunder),
be responsible for forwarding to or notifying any party or taking any other action with respect to any reasonable notice (as specifically
set forth in such written instruction), solicitation or other document or information, received by the Escrow Agent from an issuer
or other person with respect to Escrow Shares held by the Escrow Agent on behalf of such Member hereunder, including, without limitation,
any proxy material, tenders, options, the pendency of calls and maturities or the expiration of rights.


 






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(d)The
Members.


 


(i)The
Company Representative, as representative of the Members, represents and warrants that he has the irrevocable right, power and
authority to enter into and perform this Escrow Agreement.


 


(ii)The Escrow
Agent and Company Representative may rely conclusively and act upon the directions, instructions and notices of the Members if
such direction, instruction and notice are signed by a Member entitled to a majority of the Escrow Shares as set forth on Schedule
I attached hereto.


 


 


6.Termination
of Escrow Agreement. When all of the Escrow Shares have been distributed pursuant to the provisions of this Escrow Agreement,
this Escrow Agreement, except for the provisions of Sections 7(b) and 7(f) hereof, shall terminate, and be of no further force
or effect.


 


7.Escrow
Agent.


 


(a)Duties
and Responsibilities.


 


(i)
The duties and responsibilities of the Escrow Agent hereunder shall be limited to those expressly set forth in this Escrow Agreement,
and the Escrow Agent shall not be bound in any way by any other contract or agreement between the parties hereto, whether or not
the Escrow Agent has knowledge of any such contract or agreement or of the terms or conditions thereof. In the event that the
Escrow Agent shall be uncertain as to any duties or responsibilities hereunder or shall receive instructions from any of the parties
hereto with respect to the Escrow Shares which in the Escrow Agent’s belief are in conflict with any of the provisions of
this Escrow Agreement, the Escrow Agent shall be entitled to refrain from taking any action until it shall be directed to do so
in writing by both parties hereto or by order of a court of competent jurisdiction in proceedings which the Escrow Agent or any
other party hereto shall be entitled to commence. The Escrow Agent may act upon the advice of its counsel in taking or refraining
from taking any action hereunder and may act upon any instrument or other writing believed in good faith to be genuine and to
be signed and presented by the proper person or persons.


 






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(ii)
The Escrow Agent shall not be responsible for the genuineness of any signature or document presented to it pursuant to this Escrow
Agreement and may rely conclusively upon and shall be protected in acting upon any list, advice, judicial order or decree, certificate,
notice, request, consent, statement, instruction or other instrument believed by it in good faith to be genuine or to be signed
or presented by the proper person hereunder, or duly authorized by such person or properly made. The Escrow Agent shall not be
responsible for any of the agreements contained herein except the performance of its duties as expressly set forth herein. The
duties and obligations of the Escrow Agent hereunder shall be governed solely by the provisions of this Escrow Agreement and the
Escrow Agent shall have no duties other than the duties expressly imposed herein and shall not be required to take any action
other than in accordance with the terms hereof. The Escrow Agent shall not be bound by any notice of, or demand with respect to,
any waiver, modification, amendment, termination, cancellation, rescission or restatement of this Escrow Agreement, unless in
writing and signed by Parent and Company Representative, and, if the duties of the Escrow Agent are affected thereby, unless Escrow
Agent shall have given its prior written consent thereto.


 


(b)Liability.
The Escrow Agent shall not be liable to anyone for any damage, loss or expense incurred as a result of any act or omission of
the Escrow Agent, unless such damage, loss or expense is caused by the Escrow Agent's willful misconduct or gross negligence.
Accordingly, and without limiting the foregoing, the Escrow Agent shall not incur any such liability with respect to (i) any
action taken or omitted under this Escrow Agreement, or (ii) any action taken or omitted in reliance upon any instrument,
including any written notice or instruction provided for herein, not only as to its due execution by an authorized person and
as to the validity and effectiveness of such instrument, but also as to the truth and accuracy of any information contained therein.
Should any issue arise with respect to the delivery or ownership of the Escrow Shares, the Escrow Agent shall have no liability
to any party hereto for retaining dominion and control over the Escrow Shares until such issue is resolved by (x) mutual agreement
of the parties; or (y) final order, decree or judgment by a court of competent jurisdiction. In no event shall the Escrow Agent
be under any duty whatsoever to institute or defend such proceeding.


 


(c)Disputes.
In the event of a dispute between any of the parties hereto sufficient in the discretion of the Escrow Agent to justify its initiation
of legal proceedings, or in the event that Escrow Agent is joined as a party to a lawsuit by virtue of the fact that it is holding
the Escrow Shares, the Escrow Agent may, at its option, either (i) tender the Escrow Shares into the registry or custody of the
court of competent jurisdiction before which such lawsuit is pending, and thereupon be discharged from all further duties and
liabilities under this Escrow Agreement with respect to the Escrow Shares so tendered or (ii) deliver the Escrow Shares in accordance
with the court’s orders or ultimate disposition of such lawsuit. Any legal action initiated by the Escrow Agent may be brought
in any court as the Escrow Agent shall determine to have jurisdiction with respect to such matter. Parent and Company Representative
hereby jointly and severally indemnify and hold the Escrow Agent harmless from and against any damage, losses or expense suffered
or incurred by the Escrow Agent in connection with the exercise by the Escrow Agent of the options authorized in this section,
including but not limited to, reasonable attorneys’ fees and costs and court costs at all trial and appellate levels.


 






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(d)Attachment.
In the event all or any part of the Escrow Shares shall be attached, garnished or levied upon pursuant to any court order, or
the delivery thereof shall be stayed or enjoined by a court order, or any other order, judgment or decree shall be made or entered
by any court affecting the Escrow Shares or any part hereof or any act of the Escrow Agent, the Escrow Agent is authorized to
obey and comply with all writs, orders, judgments or decrees so entered or issued by any such court, without the necessity of
inquiring whether such court has jurisdiction; and if the Escrow Agent obeys or complies with any such writ, order, or decree,
the Escrow Agent shall not be liable to any of the parties hereto or any other person by reason of such compliance.


 


(e)Legal
Action. The Escrow Agent shall have no duty to incur any out-of-pocket expenses or to take any legal action in connection
with this Escrow Agreement or towards its enforcement, or to appear in, prosecute or defend any action or legal proceeding that
would result in or might require it to incur any cost, expense, loss, or liability, unless and until it shall receive confirmation
and at its option, security, with respect to indemnification in accordance with Section 7(f) of this Escrow Agreement.


 


(f)Indemnification.
Without determining or limiting any rights as between Parent and Company Representative, which rights shall exist outside this
Escrow Agreement and not be prejudiced hereby, Parent and Company Representative jointly and severally hereby agree to indemnify
and hold harmless the Escrow Agent from and against any and all cost, loss, damage, disbursement, liability, and expense, including
reasonable attorneys' fees and costs, which may be imposed upon or incurred by the Escrow Agent hereunder, or in connection with
the performance of its duties hereunder, including any litigation arising out of this Escrow Agreement, or involving the subject
matter hereof, except only costs, losses, claims, damages, disbursements, liabilities and expenses arising out of the Escrow Agent's
acts or omissions for which the Escrow Agent is adjudged willfully malfeasant or grossly negligent by a final decree, order or
judgment of a court of competent jurisdiction for which the applicable appeals period has expired.


 


(g)Resignation.
The Escrow Agent, or the Escrow Agent's successor hereinafter appointed, may at any time resign by giving notice in writing to
Parent and Company Representative, and shall be discharged of all further duties hereunder upon the appointment of a successor
escrow agent which shall be appointed by mutual agreement of Parent and Company Representative; provided, however, that such resigning
Escrow Agent shall remain entitled to indemnification hereunder pursuant to Section 7(f) hereof. If Parent and Company Representative
are unable to agree on a successor escrow agent, either of such parties may petition a court of competent jurisdiction to appoint
one. From the date upon which the Escrow Agent sends notice of any resignation until the acceptance by a successor escrow agent
appointed as provided herein, the Escrow Agent's sole obligation hereunder shall be to hold the Escrow Shares delivered to it
in accordance with this Escrow Agreement. Any such successor escrow agent shall deliver to Parent and Company Representative a
written certificate accepting such appointment hereunder, and thereupon it shall succeed to all the rights and duties of the Escrow
Agent hereunder and shall be entitled to receive the benefit of the provisions set forth herein.


 


(h)Law
Firm Escrow Agent. Parent and Company Representative each acknowledge and agree that nothing contained herein shall be deemed
to prevent any law firm serving as the Escrow Agent, or as a successor escrow agent, from acting as counsel for Parent or Company
Representative, or any of their respective stockholders or Members, or any of their respective affiliates, or any other party
in any matter, including resolution of disputes and claims subject to, arising under or related to the Agreement or this Escrow
Agreement, or acting as an escrow agent on behalf of others.


 






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8.Escrow Agent Fees and Expenses.


 


(a)
Compensation & Expenses. The Escrow Agent shall be entitled to compensation for its services hereunder as escrow
agent, in the amounts and payable as follows:


  


Escrow
administration fee:              $5,000


Claims
processing fee, if required: $1,500


 


The Escrow Agent shall also be entitled
to reimbursement for its out of pocket costs and expenses and payment of any amounts to which the Escrow Agent is entitled under
the indemnification provisions contained herein. The costs and expenses of the Escrow Agent, including reasonable attorneys' fees,
shall be borne by Parent and any amounts owed by Parent or Company Representative to the Escrow Agent, whether joint or several,
may be deducted by the Escrow Agent from the Escrow Shares before final distribution thereof, which Escrow Shares shall be valued
at their then-current market price.


 


(b)Taxes.
Parent and Company Representative, jointly and severally, agree to assume any and all obligations imposed now or hereafter by
any applicable tax law with respect to the payment of the Escrow Shares under this Escrow Agreement, and to indemnify and hold
the Escrow Agent harmless from and against any taxes, additions for late payment, interest, penalties and other expenses that
may be assessed against the Escrow Agent on any such payment or other activities under this Escrow Agreement. Parent and Company
Representative undertake to instruct the Escrow Agent in writing with respect to the Escrow Agent’s responsibility for withholding
and other taxes, assessment or other governmental charges, certification and governmental reporting in connection with its acting
as Escrow Agent under this Escrow Agreement. Parent and Company Representative, jointly and severally, agree to indemnify and
hold the Escrow Agent harmless from any liability on account of taxes, assessments or other governmental charges, including without
limitation the withholding or deduction or the failure to withhold or deduct same, and any authorities, to which the Escrow Agent
may be or become subject in connection with or which arises out of the Escrow Agreement, including costs and expenses (including
reasonable legal fees and expenses), interest and penalties. Parent and Company Representative shall promptly upon request provide
Escrow Agent with any IRS Forms W-9 for taxpayer identification number certifications, or Forms W-8 for non-resident alien certifications,
as may be appropriate.


 






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9.Miscellaneous.


 


(a)Notices.
All notices, requests, consents and other communications hereunder shall be in writing, shall be addressed to the receiving party's
address set forth below or to such other address as a party may designate by notice hereunder, and shall be either (i) delivered
by hand, (ii) made by electronic or facsimile transmission, (iii) sent by overnight courier, or (iv) sent by registered
or certified mail, return receipt requested, postage prepaid.


 


If to Parent:


 


Committed Capital Acquisition Corporation


712 Fifth Avenue, 22nd Floor


New York, New York 10019


Attention: Michael Rapp


Facsimile No.: (212) 702-9830


Telephone No.: (212) 277-5301


 


 


With a copy to:


 


Kenneth R. Koch, Esq.


Mintz Levin Cohn Ferris Glovsky
and Popeo, P.C.


666 Third Avenue


New York, New York 10017


Telephone: (212) 935-3000


Facsimile: (212) 983-3115


 


 


If
to Company Representative:


 


Samuel Goldfinger


c/o The ONE Group, LLC


411 West 14th Street


New York, New York 10014


Facsimile No.: (212) 255-9715


Telephone No.: (646) 666-4501


 


 


With a copy to:


 


The Giannuzzi Group, LLP


411 West 14th Street


New York, New York 10014


Attention: Nicholas L. Giannuzzi,
Esq.


Facsimile No.: (212) 504-2066


Telephone No.: (212) 504-2060


 


and


 






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Littman Krooks LLP


655 Third Avenue


New York, New York 10017


Attention: Mitchell C. Littman,
Esq.


Facsimile No.: (212) 490-2990


Telephone No.: (212) 490-2020


 


 


 


If to the


Escrow Agent:


 


Continental
Stock Transfer & Trust Company


17 Battery Place, 8th
Floor


New York, N. Y. 10004


Attention: Monty Harry


Faxsimile: 212 509 51501


Telephone: 212 845 3277


 


 


All notices, requests, consents and other
communications hereunder shall be deemed to have been given either (i) if by hand, at the time of the delivery thereof to
the receiving party at the address of such party set forth above, (ii) if made by electronic or facsimile transmission, at
the time that receipt thereof has been acknowledged by electronic confirmation or otherwise, (iii) if sent by overnight courier,
on the next business day following the day such notice is delivered to the courier service, or (iv) if sent by registered or certified
mail, on the fifth (5th) business day following the day such mailing is made.


 


(b)Entire
Agreement. This Escrow Agreement embodies the entire agreement and understanding among the parties hereto with respect to
the subject matter hereof and supersedes all prior oral or written agreements and understandings between or among the parties
relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly
set forth in this Escrow Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions
of this Escrow Agreement.


 


(c)Amendments,
Waivers and Consents. Except as otherwise expressly provided herein, the terms and provisions of this Escrow Agreement may
be modified or amended only by written agreement executed by all parties hereto. The terms and provisions of this Escrow Agreement
may be waived, or consent for the departure therefrom granted, only by a written document signed by the party entitled to the benefits
of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect
to any other terms or provisions of this Escrow Agreement, whether or not similar. Each such waiver or consent shall be effective
only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.


 






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(d)Assignment.
The rights and obligations under this Escrow Agreement may not be assigned by any of the parties hereto without the prior written
consent of the other parties.


 


(e)Benefit,
Binding Effect; Third Party Beneficiaries. All statements, representations, warranties, covenants and agreements in this Escrow
Agreement shall be binding on the parties hereto and shall inure to the benefit of the respective successors and permitted assigns
of each party hereto. Nothing in this Escrow Agreement shall be construed to create any rights or obligations except among the
parties hereto, and no person or entity shall be regarded as a third-party beneficiary of this Escrow Agreement.


 


(f)Governing
Law. This Escrow Agreement and the rights and obligations of the parties hereunder shall be governed by and construed in accordance
with the laws of the State of New York, without giving effect to the conflict of law principles thereof.


 


(g)Severability.
In the event that any court of competent jurisdiction shall determine that any provision, or any portion thereof, contained in
this Escrow Agreement shall be unenforceable or invalid in any respect, then such provision shall be deemed limited to the extent
that such court deems it valid or enforceable, and as so limited shall remain in full force and effect. In the event that such
court shall deem any such provision, partially or wholly unenforceable, the remaining provisions of this Escrow Agreement shall
nevertheless remain in full force and effect.


 


(h)Expenses.
Except for the fees and expenses of the Escrow Agent which shall be paid as provided in Section 8 hereof, each of the parties
hereto shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others engaged by
such party) in connection with this Escrow Agreement and the transactions contemplated hereby, whether or not the transactions
contemplated in this Escrow Agreement or in the Agreement are consummated.


 


(i)Headings
and Captions. The headings and captions contained in this Escrow Agreement are for convenience only and shall not affect the
meaning or interpretation of this Escrow Agreement or of any of its terms or provisions.


 


(j)Interpretation.
The parties hereto acknowledge and agree that they have participated jointly in the negotiation and drafting of this Escrow Agreement,
have each been represented by counsel in such negotiation and drafting, and that in the event an ambiguity or question of intent
or interpretation arises, this Escrow Agreement shall be construed as if drafted jointly by the parties and no presumption or burden
of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Escrow Agreement;


 


(k)Counterparts.
This Escrow Agreement may be executed in any number of counterparts, and by different parties hereto on separate counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.


 


 


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IN WITNESS WHEREOF, the parties hereto
have executed this Escrow Agreement under seal as of the day and year first above written.


 


 


PARENT:


 


COMMITTED CAPITAL ACQUISITION CORPORATION


 


 


By: /s/ Michael Rapp__________________


Name: Michael Rapp


Title: President


 


 


COMPANY REPRESENTATIVE:


 


 


 


/s/ Samuel Goldfinger__________________


Name: Samuel Goldfinger


 


 


 


ESCROW AGENT:


 


 


 


By: /s/ Monty Harry____________________


Vice President


 


 


 


 


 


[Signature Page
to Escrow Agreement]