Exhibit
10.2 


 


PROMISSORY
NOTE


 


September
19, 2017


 


For
value received, Committed Capital Acquisition Corporation II (“Borrower”) hereby promises to pay to
the order of NOTESPAC, LLC, a Utah limited liability company (“Holder”), located at 1745 Sidewinder
Drive, Park City, Utah 84060, the principal sum of $796,686.00 (the “Principal Amount”) pursuant to
this Promissory Note (the “Note”), in connection with that certain Note Purchase Agreement entered into
on September 19, 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.



 






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		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.



 






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		(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.



 


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


 


BORROWER


 


Committed
Capital Acquisition Corporation II


 





	By:	 /S/
    MICHAEL RAPOPORT






	Name:	Michael Rapoport






	Title:	Chairman and Chief Executive
    Officer



 


HOLDER


 


NOTESPAC,
LLC


 





	By:	 /S/
    LAUREN SELIG






	Name:	Lauren Selig






	Title:	Managing Member



 


Signature
Page to Promissory Note