Exhibit
10.1 


 


NOTE
PURCHASE AGREEMENT


 


NOTE
PURCHASE AGREEMENT (this “Agreement”) made as of September 19, 2017 among the parties on the signature
pages hereof.


 


WHEREAS,
Committed Capital Acquisition Corporation II, a Delaware corporation (the “Company”), which consummated
its initial public offering on April 16, 2014 pursuant to a registration statement on Form S-1, No. 333-192586 (the “Offering”),
is a blank check company whose purpose is to acquire, through a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization, exchangeable stock transaction or other similar business transaction (a “Business Transaction”),
one or more operating businesses or assets;


 


WHEREAS,
the gross proceeds of the Offering were deposited in a trust account (the “trust account”) at J.P. Morgan
Chase Bank, N.A. and managed by Continental Stock Transfer & Trust Company (the “trustee”), as described
in the registration statement and prospectus from the Offering;


 


WHEREAS,
on April 10, 2017, the Company held a special meeting of its stockholders at which the stockholders approved proposals to:


 


		●	amend
                                         and restate the Company’s amended and restated certificate of incorporation (the
                                         “Extension Amendment”) to:



 


		○	extend
                                         the date before which the Company must complete a Business Transaction to April 10, 2019
                                         (the “Extended Termination Date”), and provide that the date
                                         for cessation of operations of the Company if the Company has not completed a Business
                                         Transaction would similarly be extended; and



 


		○	allow
                                         holders of the Company’s public shares (i.e. all shares of common stock
                                         outstanding as of the date hereof other than founders shares, as defined below) to redeem
                                         their public shares in connection with (i) the Extension Amendment and (ii) cause the
                                         Company to offer a second redemption opportunity on substantially the same terms provided
                                         for with regard to the proposal for the Extended Termination Date, on the earlier of
                                         July 10, 2017 and the consummation of a Business Transaction (the “Second
                                         Redemption”), for a pro rata portion of the funds available in the trust
                                         account established in connection with the Company’s initial public offering, and
                                         authorize the Company and the trustee to disburse such redemption payments; and



 


		●	amend
                                         and restate the Company’s amended and restated investment management trust agreement,
                                         dated April 10, 2016 by and between the Company and the trustee to:



 


		○	permit
                                         distributions from the trust account to pay public stockholders properly demanding redemption
                                         in connection with the (i) Extension Amendment, and (ii) the Second Redemption; and to
                                         extend the date on which to commence liquidating the trust account in the event the Company
                                         has not consummated a Business Transaction from April 10, 2017 to the Extended Termination
                                         Date.



 






     


     


    

 


WHEREAS,
the Company and Broadband Capital Management LLC (“BCM”) entered into an Expense Advancement Agreement
(the “Expense Agreement”) on April 11, 2014, pursuant to which BCM agreed to advance certain funds to
the Company in the form of loans, which funds would not be repaid unless and until a Business Transaction were consummated;


 


WHEREAS,
BCM was dissolved in 2016, and Michael Rapoport (“Rapp”) and Philip Wagenheim, as former members thereof,
became bound under the terms of the Expense Agreement;


 


WHEREAS,
the Company, and Messrs. Rapp and Wagenheim (the “Expense Note Sellers”), desire to terminate the Expense
Agreement and to reduce all amounts advanced thereunder ($796,686.00, or the “Advanced Amount”) by BCM
or the Expense Note Sellers into a single instrument (the “Expense Note”, a form of which is attached
hereto as Exhibit A); and


 


WHEREAS,
Notespac, LLC (the “Buyer”) intends to purchase the Expense Note from the Expense Note Sellers for an
aggregate sum of $1,000.00 (the “Aggregate Expense Note Purchase Price”).


 


NOW,
THEREFORE, for and in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto do
hereby agree as follows:


 


1.       Termination
of Expense Agreement and Conversion of the Advanced Amount into the Expense Note. Pursuant to the authority granted under
Section 2 of the Expense Agreement, the Company and the Expense Note Sellers hereby agree to terminate the Expense Agreement and
to convert the Advanced Amount into the Expense Note, a form of which is attached hereto as Exhibit A.


 


2.       Purchase
of Expense Note. Subject to the terms and conditions set forth herein, at the Closing (as defined below) the Buyer hereby
agrees to purchase from the Expense Note Sellers, and the Expense Note Sellers hereby agree to sell, transfer and assign to the
Buyer, free and clear of any lien, charge, pledge or encumbrance, the Expense Note for the aggregate consideration being equal
to the Aggregate Expense Note Purchase Price.


 


3.       Closing.
The closing of the purchase of the Expense Note from the Expense Note Sellers (the “Closing”) will occur
at a time that is mutually agreeable to the parties on the signature pages hereof, which Closing shall not occur prior to the
first business day following the later of the filing by the Company of (i) all of its Federal, state and local tax returns for
the calendar year 2016 (with the exception of any franchise tax due) and (ii) its Annual Report on Form 10-K for the year ending
December 31, 2016 (the “Closing Date”). It shall be a condition to the obligations of the Buyer on the
one hand and each of the Expense Note Sellers on the other hand, that the other parties’ representations and warranties
are true and correct on the Closing Date with the same effect as though made on such date, unless waived in writing by the party
to whom such representations and warranties are made.


 



     


     


    

 





3.1       At
the Closing, the Expense Note Sellers shall deliver and assign or cause to be delivered and assigned to the Buyer the Expense
Note, such that the Buyer shall be entitled to receive the Advanced Amount subject to the terms thereof.


 


3.2       At
the Closing, Buyer shall deliver or cause to be delivered to the Expense Note Sellers payment by wire transfer or immediately
available funds the Aggregate Expense Note Purchase Price in accordance with Section 2 of this Agreement.


 


		4.	Representations
and Warranties of the Expense Note Sellers.



 


4.1           Each
Expense Note Seller hereby represents and warrants, severally and not jointly, to the Buyer on the date hereof and on the Closing
Date that:


 


(a)       Sophisticated
Seller. Each Expense Note Seller is sophisticated in financial matters and is able to evaluate the risks and benefits attendant
to the sale of the Expense Note to the Buyer.


 


(b)       Independent
Investigation. Each Expense Note Seller, in making its decision to sell the Expense Note to the Buyer, has not relied upon
any oral or written representations or assurances from the Company, the Buyer, or any of their officers, directors or employees
or any other representatives or agents of Buyer or the Company, except as expressly set forth herein. Each Expense Note Seller
has had access to and reviewed all of the filings made by the Company with the Securities and Exchange Commission (the “SEC”),
pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Securities
Act of 1933, as amended (the “Securities Act”), in each case to the extent available publicly accessible
via the SEC’s Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”).


 


(c)       Authority.
This Agreement has been validly authorized, executed and delivered by each Expense Note Seller and, assuming the due authorization,
execution and delivery thereof by the Buyer and the Company, is a valid and binding agreement enforceable in accordance with its
terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’
rights generally. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated
hereby by each Expense Note Seller will not result in any violation of (i) the Company’s charter or bylaws or any agreement,
contract or instrument to which the Sellers are a party which would prevent the Sellers from performing their obligations hereunder
or (ii) any instrument, judgment, order, writ, decree or contract, statute, rule or regulation to which the Sellers are subject,
or constitute, with or without the passage of time and giving of notice, an event that results in the creation of any lien, charge
or encumbrance upon the Expense Note


 


(d)       Ownership.
Each Expense Note Seller will be, as of the date of the Closing, the legal and beneficial owner of his respective interest in
the Expense Note. At the Closing, each Expense Note Seller will transfer or assign to the Buyer good and marketable title to the
Expense Note, free and clear of all liens, charges, claims and encumbrances. Other than this Agreement, the Expense Note Sellers
are not party to any agreements to sell, assign or otherwise transfer the Expense Note.


 



     


     


    

 





(e)       No
Legal Advice from Buyer. Each Expense Note Seller acknowledges that he has had the opportunity to review this Agreement and
the transactions contemplated by this Agreement with such Expense Note Seller’s own legal counsel and investment and tax
advisors. Each Expense Note Seller is relying solely on such counsel and advisors and not on any statements or representations
of the Buyer or any of its representatives or agents for legal, tax or investment advice with respect to this Agreement or the
transactions contemplated by this Agreement.


 


(f)       Compliance
with Laws. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing
with, any federal, state or local governmental authority, on the part of any Expense Note Seller, is required in connection with
the consummation of the transactions contemplated by this Agreement.


 


		5.	  Representations
and Warranties of the Buyer.



 


5.1       The
Buyer hereby represents and warrants to the Expense Note Sellers on the date hereof and on the Closing Date that:


 


(a)       Sophisticated
Buyer. The Buyer is sophisticated in financial matters and is able to evaluate the risks and benefits attendant to the sale
by the Expense Note Sellers of the Expense Note.


 


(b)       Independent
Investigation. The Buyer, in making the decision to purchase the Expense Note from the Expense Note Sellers, has not relied
upon any oral or written representations or assurances from the Expense Note Sellers or any of its officers, directors, partners
or employees or any other representatives or agents of the Expense Note Sellers. The Buyer has had access to all of the filings
made by the Company with the SEC pursuant to the Exchange Act and the Securities Act, in each case to the extent available publicly
accessible via EDGAR.


 


(c)       Authority.
This Agreement has been validly authorized, executed and delivered by the Buyer and, assuming the due authorization, execution
and delivery thereof by the Expense Note Sellers, is a valid and binding agreement enforceable in accordance with its terms, subject
to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally.
The execution, delivery and performance of this Agreement by Buyer does not and will not conflict with, violate or cause a breach
of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which Buyer is a party
which would prevent Buyer from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which Buyer
is subject.


 


(d)       No
Legal Advice from Expense Note Sellers. Buyer acknowledges that it has had the opportunity to review this Agreement and the
transactions contemplated by this Agreement with Buyer’s own legal counsel and investment and tax advisors. Buyer is relying
solely on such counsel and advisors and not on any statements or representations of the Expense Note Sellers or any of its representatives
or agents for legal, tax or investment advice with respect to this Agreement or the transactions contemplated by this Agreement.


 






     


     


    

 


6.       Termination.
Notwithstanding any provision in this Agreement to the contrary, this Agreement shall become null and void ab initio and
of no force and effect if the Extension Amendment is not approved.


 


7.       Counterparts;
Facsimile. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to
be an original and all of which taken together shall constitute one and the same instrument. This Agreement or any counterpart
may be executed via facsimile or electronic transmission, and any such executed facsimile or electronic copy shall be treated
as an original.


 


8.       Governing
Law. This Agreement shall for all purposes be deemed to be made under and shall be construed in accordance with the laws of
the State of New York. Each of the parties hereby agrees that any action, proceeding or claim against it arising out of or relating
in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District
Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive.
Each of the parties hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient
forum.


 


9.       Remedies.
Each of the parties hereto acknowledges and agrees that, in the event of any breach of any covenant or agreement contained in
this Agreement by the other party, money damages may be inadequate with respect to any such breach and the non-breaching party
may have no adequate remedy at law. It is accordingly agreed that each of the parties hereto shall be entitled, in addition to
any other remedy to which they may be entitled at law or in equity, to injunctive relief and/or to compel specific performance
to prevent breaches by the other party hereto of any covenant or agreement of such other party contained in this Agreement.


 


10.       Binding
Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
legal representatives, successors and permitted assigns. This Agreement shall not be assigned by either party without the prior
written consent of the other party hereto.


 


11.       Entire
Agreement; Changes in Writing. This Agreement constitutes the entire agreement among the parties hereto and supersedes and
cancels any prior agreements, representations, warranties, whether oral or written, among the parties hereto relating to the transaction
contemplated hereby. Neither this Agreement nor any provision hereof may be changed or amended orally, but only by an agreement
in writing signed by the other party hereto.


 


[remainder
of page left intentionally blank; signature page follows]


 




     


     


    

 


IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forth on the first page of this Agreement.


 





	 	 	BUYER
	 	 	 	 
	 	 	NOTESPAC,
    LLC
	 	 	 	 
	 	 	By:	/S/
    LAUREN SELIG
	 	 	Name:
    Lauren Selig
	 	 	Its:
    Managing Member



 


	 	 	EXPENSE
    NOTE SELLERS
	 	 	 	 
	 	 	/S/ MICHAEL RAPOPORT
	 	 	Name:
    Michael Rapoport
	 	 	 	 
	 	 	/S/
    PHILIP WAGENHEIM
	 	 	Name:
    Philip Wagenheim



 


	 	 	COMPANY
	 	 	 	 
	 	 	Committed
    Capital Acquisition Corporation II
	 	 	 	 
	 	 	By:	/S/
    MICHAEL RAPOPORT
	 	 	Name:
    Michael Rapoport
	 	 	Its:
    Chairman and Chief Executive Officer








 









     


     


    

 





EXHIBIT
A


 


PROMISSORY
NOTE


 


[ __________],
2017


 


 


For
value received, Committed Capital Acquisition Corporation II (“Borrower”) hereby promises to pay
to the order of [__________] (“Holder”), located at [__________], the principal sum
of $[__________] (the “Principal Amount”) pursuant to this Promissory Note (the
“Note”), in connection with that certain Note Purchase Agreement entered into on ____________, 2017
by and between Borrower and the other parties thereto (the “Note Purchase Agreement”).


 


All
capitalized terms used herein and not otherwise defined shall have the meaning given to such terms in the Note Purchase Agreement.


 


		1.	Maturity
                                         Date. Principal and accrued interest under this Note shall be repaid in full, in
                                         one lump sum, on the date upon which the Company consummates a Business Transaction.



 


		2.	Interest
                                         Rate. This Note shall bear interest at the short-term AFR rate pursuant to Section
                                         1274 of the Internal Revenue Code of 1986, as amended.



 


		3.	Payments.
                                         Any payment on this Note shall be made by wire transfer of immediately available funds
                                         to an account designated by the Holder or by check sent to the Holder’s address
                                         set forth in the records of the Borrower or to such other address as the Holder may designate
                                         for such purpose from time to time by written notice to the Borrower, in such coin or
                                         currency of the United States as at the time of payment shall be legal tender for the
                                         payment of public and private debts.



 


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



 


		(a)	Failure
                                         by Borrower to pay the Principal Amount within five (5) business days following the date
                                         when due.



 


		(b)	The
                                         insolvency of the Borrower, the commission of any act of bankruptcy by the Borrower,
                                         the execution by the Borrower of a general assignment for the benefit of creditors, the
                                         filing by or against the Borrower of any petition in bankruptcy or any petition for relief
                                         under the provisions of the federal bankruptcy act or any other state or federal law
                                         for the relief of Borrowers and the continuation of such petition without dismissal for
                                         a period of thirty (30) days or more, the appointment of a receiver or trustee to take
                                         possession of any property or assets of the Borrower or the attachment of or execution
                                         against any property or assets of the Borrower.



 



     


     


    




 


		5.	Remedies.
                                         Upon the occurrence of an Event of Default specified in Section 4(a), Holder may, by
                                         written notice to Borrower, declare this Note due and payable, whereupon the Principal
                                         Amount 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. Upon
                                         the occurrence of an Event of Default specified in Section 4(b), the unpaid Principal
                                         Amount shall automatically and immediately become due and payable, in all cases without
                                         any action on the part of Holder.



 


		6.	Miscellaneous.



 


		(a)	Waiver
                                         and Amendment. Any provision of this Note may be amended or modified only by a writing
                                         signed by both Borrower and Holder. No waiver or consent with respect to this Note will
                                         be binding or effective unless it is set forth in writing and signed by the party against
                                         whom such waiver is asserted. No delay or failure on the part of either party in exercising
                                         any right or remedy under this Note will operate as a waiver of such right or any other
                                         right. A waiver given on one occasion will not be construed as a bar to, or as a waiver
                                         of, any right or remedy on any future occasion.



 


		(b)	Governing
                                         Law; Jurisdiction. This Note will be governed by and construed in accordance with
                                         the internal laws of the State of New York, without reference to that body of law relating
                                         to conflict of laws or choice of law.



 


		(c)	Severability;
                                         Headings. The invalidity or unenforceability of any term or provision of this Note
                                         will not affect the validity or enforceability of any other term or provision hereof.
                                         The headings in this Note are for convenience of reference only and will not alter or
                                         otherwise affect the meaning of this Note.



 


		(d)	Attorneys’
                                         Fees. Borrower and Holder shall each be responsible for legal fees incurred in connection
                                         with the negotiation, execution, and delivery of this Note.



 


		(e)	Assignment.
                                         This Note may not be assigned or delegated by Borrower, whether by voluntary assignment
                                         or transfer, operation of law, or otherwise, without the prior written consent of Holder.



 


		(f)	Notice.
                                         Any notice required or permitted under this Note shall be given in writing and will be
                                         deemed effectively given upon personal delivery; upon confirmed transmission by electronic
                                         mail or facsimile; or three (3) days following deposit with the United States Post Office,
                                         by certified or registered mail, postage prepaid, addressed to the party’s address
                                         set forth above or at such other address as such party may specify by written notice
                                         given in accordance with this Section.



 






     


     


    

 


		(g)	Waiver
                                         of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
                                         PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
                                         DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED
                                         HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).



 


		(h)	Trust
                                         Waiver. Anything contained herein to the contrary notwithstanding, the Holder hereby
                                         agrees that it does not have any Borrower right, title, interest or claim of any kind
                                         in or to any monies in the Trust Account of Borrower, established for the benefit of
                                         Borrower’s public shareholders (each, a “Claim”) and
                                         hereby waives any Claim it may have in the future as a result of, or arising out of,
                                         any amounts due to it under this Note and will not seek recourse against the Trust Account
                                         for any reason whatsoever.



 


[Remainder
of Page Intentionally Left Blank]


 




     


     


    

 


IN
WITNESS WHEREOF, Borrower and Holder have executed this Note as of the date first stated above:


 





	BORROWER	 
	 	 	 
	Committed Capital Acquisition Corporation
    II	 
	 	 	 
	By:	 	 
	Name:	 
	Title:	 
	 	 	 
	HOLDER	 
	 	 	 
	NOTESPAC, LLC	 
	 	 	 
	By:	 	 
	Name: Lauren Selig	 
	Title: Managing Member	 







 





[Signature
Page to Promissory Note]