Exhibit 10.6


 


THIS
AMENDED AND RESTATED TRUST INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of September 19, 2017
is made and entered into by and between Committed Capital Acquisition Corporation II, a Delaware corporation (the “Company”)
and Notespac, LLC (the “Indemnitor”).


 


RECITALS


 


WHEREAS,
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, as trustee, as described in the registration statement
and prospectus from the Offering;


 


WHEREAS,
the Company and Indemnitor previously entered into a Trust Indemnification Agreement, dated May 2, 2017 (the “Notespac
Trust Indemnification Agreement”) in order to facilitate the Purchase and the other transactions contemplated thereby,
and both the Company and Indemnitor now desire to amend and restate the Notespac Trust Indemnification Agreement in its entirety;
and


 


WHEREAS,
the board of directors of the Company (the “Board”) deems it advisable, and in the best interests of
the Company and its stockholders, to extend the date on which the obligations under the Notespac Trust Indemnification Agreement
expire to September 19, 2017.


 


NOW,
THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally
bound, hereby agree as follows:


 


1.          Subject
to the fulfillment of the conditions set forth in Section 8 hereof, in the event of the liquidation of the Trust Account without
the consummation of an initial Business Transaction, Indemnitor agrees to indemnify and hold harmless the Company against any
and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses
reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened, or any claim
whatsoever) to which the Company may become subject as a result of any claim by (i) any third party for services rendered or products
sold to the Company or (ii) a prospective target business with which the Company has entered into an acquisition agreement (a
“Target”); provided, however, that such indemnification of the Company shall apply only
to the extent necessary to ensure that such claims by a third party for services rendered (other than the Company’s independent
public accountants) or products sold to the Company or a Target do not reduce the amount of funds in the Trust Account below $5.00
per share of the Common Stock sold in the Offering, and, provided, further, that such indemnification of the Company
by the Indemnitors shall apply only if such third party or Target has not executed an agreement waiving claims against all rights
to seek access to the Trust Account, whether or not such agreement is enforceable. In the event that any such executed waiver
is deemed to be unenforceable against such third party, the Indemnitors shall not be responsible for any liability as a result
of any such third party claims. Notwithstanding any of the foregoing, such indemnification of the Company by Indemnitor shall
not apply as to any claims under the Company’s obligation to indemnify the underwriters of the Offering against certain
liabilities, including liabilities under the Securities Act of 1933, as amended. Indemnitor shall have the right to defend against
any such claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days following written receipt
of notice of the claim to the undersigned, the undersigned notifies the Company in writing that the Indemnitors shall undertake
such defense.


 






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2.
         This Agreement constitutes the entire agreement and understanding of the parties hereto
in respect of the subject matter hereof and supersedes all prior understandings, agreements, or representations by or among the
parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated
hereby. This Agreement may not be changed, amended, modified or waived (other than to correct a typographical error) as to any
particular provision, except by a written instrument executed by the parties hereto.


 


3.
         No party may assign either this Agreement or any of his, her or its rights, interests,
or obligations hereunder without the prior written consent of the other party. Any purported assignment in violation of this paragraph
shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This
Agreement shall be binding on the undersigned and each of his or its heirs, personal representatives, successors and assigns.


 


4.
         This Agreement shall be governed by and construed and enforced in accordance
with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the
application of the substantive laws of another jurisdiction. The parities hereto (i) agree that any action, proceeding, claim
or dispute arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of New York,
in the State of New York, and irrevocably submits to such jurisdiction and venue, which jurisdiction and venue shall be
exclusive and (ii) waives any objection to such exclusive jurisdiction and venue or that such courts represent an
inconvenient forum.


 


5.
         Any notice, statement or demand authorized by this Agreement shall be sufficiently given
(i) when so delivered if by hand or overnight delivery, (ii) the date and time shown on a telefacsimile or electronic transmission
confirmation, or (ii) if sent by certified mail or private courier service within five (5) days after deposit of such notice,
postage prepaid. Such notice, statement or demand shall be addressed as follows:


 


If
to the Company:


 


Committed
Capital Acquisition Corporation II 


370
Lexington Avenue, Suite 1208

New York, NY 10017 


Attn:
Michael Rapp 


Fax
No.: (212) 702-9830


 






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If
to the Indemnitor:


 


2055
Mandeville Canyon Road


Los
Angeles, CA 90049 


Attn:
Lauren Selig 


Email:
lauren@shakeandbakeproductions.com


 


with
a copy (which shall not constitute notice) to:


 


Littman
Krooks LLP. 


655
Third Avenue 


New
York, NY 10017 


Fax:
212-490-2990 


Attn:
Mitchell C. Littman, Esq.


 


with
a copy in each case (which shall not constitute notice) to:


 


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


666
Third Avenue 


New
York, NY 10017 


Fax:
212-692-6732 


Attn:
Jeffrey P. Schultz, Esq.


 


6.          This
Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


7.          This
Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the
validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 






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8.
         This Agreement shall only become effective upon the consummation of the Purchase, and
the terms hereof shall be null and void and shall not be enforceable by the Company against the Indemnitor in any respect if the
Purchase is not consummated on or before September 19, 2017. The obligations of the Indemnitor in this Agreement shall
be strictly limited to any and all loss, liability, claim, damage and expense whatsoever including, but not limited to, any and
all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending
or threatened, or any claim whatsoever) to which the Company may become subject during the period beginning upon the approval
by the Company’s stockholders of the Extension Amendment and ending upon the completion of the Second Redemption (as such
terms are defined in the Company’s proxy solicitation materials attached as Exhibit 99.1 to the Company’s Form 8-K
filed with the Securities and Exchange Commission on March 30, 2017) (the “Agreement Period”), but only
to the extent such loss, liability, claim, damage and expense are based upon or arise from any action, transaction state of facts
or circumstances that occur during, but only during, the Agreement Period.







 


[SIGNATURE
PAGES FOLLOW]


 






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IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 





	 	COMMITTED CAPITAL ACQUISITION CORPORATION II, a Delaware corporation
	 	 	 
	 	By:	
/S/ MICHAEL RAPOPORT
	 	 	Name:
Michael Rapoport
	 	 	Title:
Chairman and CEO
	 	 	 
	 	NOTESPAC, LLC
	 	 	 
	 	By: 	/S/ LAUREN SELIG
	 	 	Name:
Lauren Selig
	 	 	Title:
Managing Member



 





[Signature
Page to Trust Indemnification Agreement]