Exhibit
10.7


 


THIS
AMENDED AND RESTATED TRUST INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of September 19, 2017,
is made and entered into by and among Committed Capital Acquisition Corporation II, a Delaware corporation (the “Company”)
and Michael Rapoport (a/k/a Michael Rapp) (“Rapp”).


 


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; and


 


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 the Prospectus; and


 


WHEREAS,
Broadband Capital Management LLC (“Broadband”) and Rapp previously entered into a Trust Indemnification
Agreement, dated April 11, 2014 (the “Former Trust Indemnification Agreement”) in order to facilitate
the Offering and the other transactions contemplated in the Registration Statement and the Prospectus, including any merger, capital
stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination by the Company with one
or more businesses (a “Business Transaction”); and


 


WHEREAS,
pursuant to the stock purchase agreement entered into by the Company, Rapp and Philip Wagenheim (the “Sellers”)
with CCAC II, LLC (the “Buyer”) on September 19, 2017 (the “Stock Purchase Agreements”),
it is contemplated that the Buyer will purchase from the Sellers certain of the Company’s founder shares (the “Purchase”);
and


 


WHEREAS,
pursuant to Section 7 of the Stock Purchase Agreement, the Board shall have modified the indemnification obligations of Rapp under
the Former Trust Indemnification Agreement 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 amendment
to the Company’s Amended and Restated Certificate of Incorporation (the “Extension Amendment”);
and


 


WHEREAS,
the Company, Broadband and Rapp all now desire to amend and restate the Former Trust Indemnification Agreement in its entirety.


 


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.
          In the event of the liquidation of the Trust Account without the consummation
of an initial Business Transaction, each of Broadband and Rapp (the “Indemnitors”) agree to jointly
and severally 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 by the Indemnitors 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 the Indemnitors 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. The Indemnitors 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.


 






    1


     


    

 


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 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 


c/o
Broadband Capital Management LLC

712 Fifth Avenue, 22nd Floor

New York, NY 10019 


Attn:
Michael Rapp 


Fax
No.: (212) 702-9830


 


If
to Broadband:


 


Broadband
Capital Management LLC 


712
Fifth Avenue, 22nd Floor 


New
York, NY 10019 


Attn:
Michael Rapp 


Fax
No.: (212) 702-9830


 


If
to Rapp:


 


Michael
Rapp 


c/o
Broadband Capital Management LLC 


712
Fifth Avenue, 22nd Floor 


New
York, NY 10019 


Fax
No.: (212) 702-9830


 






    2


     


    

 


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.


 


8.
         This Agreement shall terminate on the earlier of (i) the expiration of the
Lock-Up Period (as defined in the Letter Agreement, dated even date herewith, between the Company and Rapp), or (ii) the liquidation
of the Trust Account; provided, however, that this Agreement shall earlier terminate in the event that the Offering
is not consummated and closed by June 30, 2014. 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 prior to the approval by the Company’s stockholders
of the Extension Amendment (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]


 




    3


     


    

 


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: Chief Executive Officer and Chairman
	 	 	 
	 	 	/S/ MICHAEL
    RAPOPORT
	 	 	Michael Rapoport



  





[Signature
Page to Trust Indemnification Agreement]