Exhibit
10.4


 


STOCK
PURCHASE AGREEMENT


 


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


 


WHEREAS,
Committed Capital Acquisition Corporation II, a Delaware corporation (the “Company”), which consummated
its initial public offering (“IPO”) 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:



 


		o	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



 


		o	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:



 


		o	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,
CCAC II, LLC (the “Buyer”) intends to purchase from Michael Rapoport, Philip Wagenheim, and Committed
Capital Holdings II LLC (each a “Seller” and collectively the “Sellers”) certain
shares of the Company’s restricted stock issued to its initial stockholders prior to the IPO that have not since been forfeited
(the “Founder Shares”) as set forth on Exhibit A hereof, for a purchase price of $0.002 per Founder
Share (the “Purchase Price Per Founder Share”, the aggregate consideration set forth on Exhibit A
being referred to as the “Aggregate Seller Purchase Price”); and


 


WHEREAS,
on April 10, 2017, Notespac, LLC (“New Lender”) entered into an agreement with the Messrs. Rapoport
and Wagenheim and Committed Capital Holdings, LLC (“Holdings”) in the form attached hereto as Exhibit
B (the “Expense Agreement”) pursuant to which the New Lender agreed to, among other things, advance
funds to the Company in order to cover certain specified past and future expenses incurred directly by the Company or by one or
more Sellers, on behalf of the Company.


 


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.              
Purchase of Founder Shares. Subject to the terms and conditions
set forth herein, at the Closing (as defined below), the Buyer hereby agrees to purchase from the Sellers, and the Sellers hereby
agree to sell, transfer and assign to the Buyer, free and clear of any (a) lien, charge, pledge, tax, security interests, option,
warrant, purchase right, contract, commitment, claim, derivative right, voting trust, community property interest, transfer restriction
or other encumbrance or charge of any kind or nature, whether direct or indirect incurred by any Seller and (b) liability, obligation,
debt or claim of any kind or nature, whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued,
liquidated or unliquidated, or due or to become due, the Founder Shares, including the rights to any accrued but unpaid dividends
thereon, if and when declared, in the amounts set forth on Exhibit A hereof at the Purchase Price Per Share, for aggregate
consideration equal to the Aggregate Seller Purchase Price.


 


2.              
Closing. The purchase of the Founder Shares from the 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 the Sellers on the other hand, that the other party’s
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.


 






    2


     


    

 


2.1             
At or before the Closing, the Seller shall deliver or cause to
be delivered to the Buyer (i) a stock certificate or certificates (the “Certificates”) representing
the Founder Shares transferred hereunder duly endorsed for transfer or with duly executed stock powers attached, or (ii) affidavits
of lost stock certificate representing the Founder Shares transferred hereunder with duly executed stock powers attached.


 


2.2             
At the Closing, the Buyer shall deliver or cause to be delivered
to the Sellers payment by wire transfer of immediately available funds the Aggregate Seller Purchase Price in accordance with
Section 1 of this Agreement.


 


3.              Representations and Warranties of the Sellers.


 


3.1           
Each Seller hereby represents and warrants, severally and not
jointly, except with respect to Section 3.1(h) which shall be jointly and severally, to the Buyer on the date hereof and on the
Closing Date that:


 


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


 


(b)              
Independent Investigation. Each Seller, in making its decision
to sell the Founder Shares, 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 the Buyer or the Company, except as
expressly set forth herein. Each 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 Seller and, assuming the due authorization, execution and delivery thereof by the Buyer, 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 Seller will not result in any violation of the
Company’s charter or bylaws or of any statute, rule or regulation to which such Seller is 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
any of the Founder Shares.


 


(d)              
Ownership. Each Seller is, or will be, as of the date hereof
and the date of Closing, the legal and beneficial owner of his or its respective Founder Shares, free and clear of all liens,
charges, claims and encumbrances, and such Seller will transfer to the Buyer good and marketable title to his or its respective
Founder Shares. There are no outstanding or authorized options, warrants, rights, calls, commitments, conversion rights, rights
of exchange or other agreements of any character, contingent or otherwise, providing for the purchase, issuance or sale of any
of the Founder Shares, or any arrangements that require or permit any of the Founder Shares to be voted by or at the discretion
of anyone other than such Seller. Other than this Agreement and the Expense Agreement, no Seller is a party to any agreements
to sell or otherwise transfer the Founder Shares. There are no restrictions of any kind on the transfer of the Founders Shares,
except those imposed by the Securities Act or applicable state securities laws.


 






    3


     


    

 


(e)               
No Legal Advice from Buyer. Each Seller acknowledges that
he or it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with his and its
own legal counsel and investment and tax advisors. Each 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. To the Company’s knowledge,
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 Seller, is required in connection with the consummation of
the transactions contemplated by this Agreement.


 


(g)              
Exempt Transaction. Based in part upon Sellers’ reliance
on the Buyer’s representations in Section 4 hereof, the sale of the Founder Shares contemplated by this Agreement is exempt
from registration under the Securities Act.


 


(h)              
Representations of the Company. Mr. Rapp makes the representations
concerning the Company as set forth in Schedule A attached hereto and made a part hereof.


 


4.             Representations
and Warranties of Buyer.


 


4.1           
The Buyer hereby represents and warrants to the 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 Seller of the Founder Shares.


 


(b)              
Independent Investigation. The Buyer, in making the decision
to purchase the Founder Shares from the Seller, has not relied upon any oral or written representations or assurances from the
Seller or any of its officers, directors, partners or employees or any other representatives or agents of the Seller. 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 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 the 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 such Buyer is a party which would prevent the Buyer from
performing its obligations hereunder or (ii) any law, statute, rule or regulation to which the Buyer is subject.


 






    4


     


    

 


(d)              
No Legal Advice from Seller. The Buyer acknowledges that
it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with such Buyer’s
own legal counsel and investment and tax advisors. The Buyer is relying solely on such counsel and advisors and not on any statements
or representations of Seller 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.


 


(e)               
Purchase Entirely for Own Account; Accredited Investor.
This Agreement is made with the Buyer in reliance upon such Buyer’s representation, which by such Buyer’s execution
of this Agreement, the Buyer hereby confirms, that the Founder Shares to be acquired will be acquired for such Buyer’s own
account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such Buyer
has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement,
the Buyer further represents that such Buyer does not presently have any contract, undertaking, agreement or arrangement with
any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Founder
Shares. The Buyer is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.


 


5.           
Conditions to the Buyer’s Obligations at the Closing;
Covenants. The obligations of the Buyer to purchase from the Sellers the Founder Shares are subject to the fulfillment, on
or before the Closing, of each of the following conditions, unless otherwise waived:


 


5.1          
Board Composition.


 


(a)               
Serruya and Wagenheim Resignations; Abdalla Election.
At or immediately following the Closing, Aaron Serruya and Mr. Wagenheim shall have resigned from the Company’s Board of
Directors (the “Board”), and the Board shall have taken action pursuant to the authority granted under
Article V of the Company’s Amended and Restated Certificate of Incorporation to appoint the Buyer’s designees to fill
one or more of the newly created vacancies resulting from Messrs. Serruya’s and Wagenheim’s resignation (the “Buyer
Appointment”).


 


(b)              
Rapp Resignation. On or before the Buyer Appointment,
the Board shall have entered into an agreement with Mr. Rapoport stating that he shall resign from the Board, such resignation
to become effective automatically upon the Buyer Appointment.


 


5.2           
Mintz Levin Trust Waiver. On or before the Closing, the
Company shall have entered into an agreement with Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (“Mintz”)
substantially in the form attached hereto as Exhibit C, pursuant to which Mintz will agree it does not have any right,
title, interest or claim of any kind in or to any monies in the trust account.


 






    5


     


    

 


5.3            
Termination of SPE Commitment. On or before the Closing,
the Company shall have entered into an agreement with Serruya Private Equity (“SPE”) substantially in
the form attached hereto as Exhibit D, pursuant to which SPE shall have terminated its prior commitment to invest up to
$50,000,000 in connection with the closing by the Company of a Business Transaction.


 


5.4            
Creditor Certification. On or before the Closing, the Company
shall have provided to the Buyer a list of each creditor to which the Company owes $5,000 or more, including any and all amounts
owed thereunder, but only to the extent that such debt was incurred during 2016.


 


6.           
Conditions to the Sellers’ Obligations at the Closing.
The obligations of each Seller to sell to the Buyer the Founder Shares are subject to the fulfillment, on or before the Closing,
of each of the following conditions, unless otherwise waived:


 


6.1            
Trust Indemnification Agreement. On or before the Closing,
the New Lender shall have entered into an agreement with the Company substantially in the form attached hereto as Exhibit E
pursuant to which the New Lender shall agree, in the event of the liquidation of the trust account without the consummation
of a Business Transaction, to indemnify and hold harmless the Company against certain losses to which the Company may become subject
(the “Trust Indemnification Agreement”).


 


7.            Termination of Letter Agreement; Modification of Trust Indemnification
Agreement. Automatically upon the Closing, the letter agreements between the Company, Broadband Capital Management LLC (“BCM”)
and the Sellers, each dated as of April 11, 2014, shall terminate and have no further effect. Additionally, the indemnification
obligations of Mr. Rapoport under the Trust Indemnification Agreement between the Company, BCM and the Seller, dated as of April
11, 2014, shall be modified so as to cover only any loss, liability, claim, damage, and expense that are based upon or arise from
any action, transaction, state of facts or circumstances that occurred prior to the approval of the Extension Amendment.


 


8.            
Indemnification.


 


8.1             
Sellers, severally but not jointly, shall indemnify and hold harmless
the Buyer, and its officers, managers, members, agents, assigns, affiliates, successors and personal representatives, from and
against any and all damages, losses, obligations, claims, actions or causes of action, encumbrances, costs, expenses (including
reasonable costs and attorneys’ fees incurred by the indemnified party) or other liabilities of any kind or nature (collectively,
“Damages”) arising from the breach by the Sellers of any representation, warranty or agreement made
by the Sellers hereunder.


 


8.2             
The Buyer shall indemnify and hold harmless the Sellers and their
respective officers, managers, members, agents, assigns, affiliates, successors and personal representatives from and against
any and all Damages arising from the breach by the Buyer of any representation, warranty or agreement made by the Buyer hereunder.


 






    6


     


    

 


9.             
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.


 


10.           
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.


 


11.            
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.


 


12.             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.


 


13.             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.


 


14.            
Further Assurances. From time to time, as and when requested
by any party, each party shall execute and deliver, or cause to be executed and delivered, all such documents and instruments
and shall take, or cause to be taken, all such further or other actions, as such other party may reasonably deem necessary or
desirable to consummate the transactions contemplated by this Agreement.


 


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


 




    7


     


    

 


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


 





	 	BUYER
	 	 	 
	 	CCAC II, LLC
	 	 	 
	 	By:	/S/ KENNETH ABDALLA	 



 





[Signature Page to Stock Purchase Agreement]


 




     


     


    

 


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


 





	 	SELLERS
	 	 	 
	 	/S/ MICHAEL RAPOPORT
	 	Michael Rapoport
	 	 	 
	 	/S/ PHILIP WAGENHEIM
	 	Philip Wagenheim
	 	 	 
	 	Committed Capital Holdings II LLC
	 	 	 
	 	By:	/S/
MICAHEL RAPOPORT
	 	 	 
	 	COMPANY
	 	 	 
	 	Committed Capital Acquisition Corporation II
	 	 	 
	 	/S/ MICHAEL RAPOPORT
	 	By:	 Michael Rapoport
	 	Its:	Chairman
and Chief Executive Officer



 


[Signature Page to Stock Purchase Agreement]


 




     


     


    

 


EXHIBIT
A


 


SCHEDULE
OF FOUNDERS SHARES


 


	Name
    	Number
    of Shares	Consideration
        Per Founder

         

        (Purchase
Price Per Founder 

Share = $0.002)

	Michael
    Rapoport	2,193,750	$
    4,387.50
	Philip
    Wagenheim	731,250	$
    1,462.50
	Committed
    Capital Holdings II LLC	450,000	$
    900.00
	TOTAL	3,375,000	Aggregate
    Consideration = $6,750.00


 


BUYER


	Name
    	Number
    of Shares 

Purchased	Consideration
        Per Founder

         

        (Purchase
Price Per Founder 

Share = $0.002)

	CCAC
    II, LLC	3,375,000	$6,750.00
	TOTAL	3,375,000	Aggregate
    Consideration = $6,750.00



 



     


     


    

 


EXHIBIT
B


 


EXPENSE
LETTER


 




     


     


    

 


EXHIBIT
C


 


MINTZ
LEVIN TRUST WAIVER


 




     


     


    

 


EXHIBIT
D


 


SPE
TERMINATION AGREEMENT


 




     


     


    

 


EXHIBIT
E


 


TRUST
INDEMNIFICATION AGREEMENT


 




     


     


    

 


SCHEDULE
A


 


1.1               
Consents. The Company is not required to obtain any consent from, authorization or order of, or make any filing
or registration with any court, arbitrational tribunal, administrative agency or commission or other governmental or self-regulatory
authority or agency (including, without limitation, FINRA and the SEC) (each of the foregoing is hereafter referred to as a “Governmental
Entity”) or any other person or entity in order for it to execute, deliver or perform any of its obligations under,
or contemplated by, this Agreement, in each case, in accordance with the terms hereof or thereof. All consents, authorizations,
orders, filings and registrations which the Company is required to obtain at or prior to the Closing have been obtained or effected
on or prior to the Closing Date.


 


1.2               
SEC Documents; Financial Statements. During the two (2) years prior to the date hereof, none of the documents filed
voluntarily with the SEC pursuant to the reporting requirements of the Exchange Act (all of the foregoing filed prior to the date
hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference
therein being hereinafter referred to as the “SEC Documents”), at the time they were filed with the
SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary
in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their
respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects
with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as
of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles,
consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the
notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed
or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof
and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to
normal year-end audit adjustments which will not be material, either individually or in the aggregate).


 


1.3               
Absence of Certain Changes. Since the date of the Company’s most recent audited financial statements contained
in a Form 10-K, there has been no material adverse change and no material adverse development in the business, assets, liabilities,
properties, operations (including results thereof), condition (financial or otherwise) or prospects (to the extent disclosed in
the SEC Documents) of the Company. Except as set forth in the SEC Documents, since the date of the Company’s most recent
audited financial statements contained in a Form 10-K, the Company has not (i) declared or paid any dividends, (ii) sold any assets,
individually or in the aggregate, outside of the ordinary course of business or (iii) made any material capital expenditures,
individually or in the aggregate. The Company has not taken any steps to seek protection pursuant to any law or statute relating
to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any actual knowledge
or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of
any fact which would reasonably lead a creditor to do so.


 






    Schedule A-1


     


    

 


1.4               
Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation by any person or entity or
before any Governmental Entity pending or, to the knowledge of the Company, threatened against or affecting the Company or its
officers or directors which is outside of the ordinary course of business or individually or in the aggregate has or would reasonable
be expected to have a Material Adverse Effect. There has not been, and to the knowledge of the Company, there is not pending or
contemplated, any investigation by the SEC or FINRA involving the Company or any current or former director or officer of the
Company.


 


1.5               
Tax Status. Except as set forth in the SEC Reports, the Company has timely made or filed all foreign, federal and
state income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject.


 



    Schedule
                                         A-2