Exhibit 10.4


 


PROMISSORY NOTE


 


	$200,000.00	As of July 14, 2015




 


Capitol Acquisition Corp.
II (“Maker”) promises to pay to the order of Leland Investments Inc. (“Payee”) the principal sum of Two
Hundred Thousand Dollars and No Cents ($200,000.00) in lawful money of the United States of America, on the terms and conditions
described below. This Note supersedes and replaces all outstanding notes from Maker to Payee.


 


1.             Principal.
The principal balance of this Note shall be repayable on the earlier of (i) August 1, 2016, (ii) the date on which Maker consummates
an initial public offering of its securities (“IPO”) or (iii) the date on which Maker determines to not proceed with
such IPO.


 


2.             Interest.
No interest shall accrue on the unpaid principal balance of this Note.


 


3.             Application of
Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under
this Note, including (without limitation) reasonable attorneys’ fees, then to the payment in full of any late charges and
finally to the reduction of the unpaid principal balance of this Note.


 


4.             Events of Default.
The following shall constitute Events of Default:


 


(a)              Failure to
Make Required Payments. Failure by Maker to pay the principal of this Note within five (5) business days following the date
when due.


 


(b)              Voluntary Bankruptcy,
Etc. The commencement by Maker of a voluntary case under the Federal Bankruptcy Code, as now constituted or hereafter amended,
or any other applicable federal or state bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent
by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other
similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of
creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker
in furtherance of any of the foregoing.


 


(c)              Involuntary
Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of maker
in an involuntary case under the Federal Bankruptcy Code, as now or hereafter constituted, or any other applicable federal or state
bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or
similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs,
and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.


 






     


     

    

 


5.             Remedies.


 


(a)              Upon the occurrence
of an Event of Default specified in Section 4(a), Payee may, by written notice to Maker, declare this Note to be due and payable,
whereupon the principal amount of this Note, and all other amounts payable thereunder, shall become immediately due and payable
without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained
herein or in the documents evidencing the same to the contrary notwithstanding.


 


(b)              Upon the occurrence
of an Event of Default specified in Sections 4(b) and 4(c), the unpaid principal balance of, and all other sums payable with regard
to, this Note shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.


 


6.             Waivers. Maker
and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest,
and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under
the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property,
real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution,
or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any
real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may
be sold upon any such writ in whole or in part in any order desired by Payee.


 


7.             Unconditional
Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement
of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other
party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or
consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted
by Payee with respect to the payment or other provisions of this Note, and agree that additional makers, endorsers, guarantors,
or sureties may become parties hereto without notice to them or affecting their liability hereunder.


 


8.             Notices. Any
notice called for hereunder shall be deemed properly given if (i) sent by certified mail, return receipt requested, (ii) personally
delivered, (iii) dispatched by any form of private or governmental express mail or delivery service providing receipted delivery,
(iv) sent by telefacsimile or (v) sent by e-mail, to the following addresses or to such other address as either party may designate
by notice in accordance with this Section:


 


If to Maker:


 


Capitol
Acquisition Corp. III


509
7th Street, N.W.


Washington,
D.C. 20004


 


If to Payee:


 


Leland Investments Inc.


509 7th Street, N.W.


Washington, D.C. 20004


Attn: Mark D. Ein


 






    2


     

    

 


Notice shall be deemed given
on the earlier of (i) actual receipt by the receiving party, (ii) the date shown on a telefacsimile transmission confirmation,
(iii) the date on which an e-mail transmission was received by the receiving party’s on-line access provider (iv) the date
reflected on a signed delivery receipt, or (vi) two (2) Business Days following tender of delivery or dispatch by express mail
or delivery service.


 


9.             Construction.
This Note shall be construed and enforced in accordance with the domestic, internal law, but not the law of conflict of laws, of
the State of New York.


 


10.            Severability.
Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction.


 


IN WITNESS WHEREOF, Maker,
intending to be legally bound hereby, has caused this Note to be duly executed by its Chief Financial Officer the day and year
first above written.


 





	 	CAPITOL ACQUISITION CORP. III
	 	 	 
	 	By:	/s/ L. Dyson Dryden
	 	 	Name:  L. Dyson Dryden
	 	 	Title: Chief Financial Officer




 


 


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