Exhibit
10.5


 


STOCK
PURCHASE AGREEMENT


 


STOCK
PURCHASE AGREEMENT (this “Agreement”) is entered into 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:



 


		○	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.



 






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WHEREAS,
CCAC II, LLC, KASPAC, LLC, KSSPAC, LLC, NoteSPAC, LLC and KidsSPAC, LLC (each a “Buyer” and collectively,
the “Buyers”) intend to purchase from the sellers listed on the signature pages hereof (each a “Seller”
and collectively the “Sellers”), at one or more Closings (defined below), 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”); and


 


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, the Buyers hereby agree to purchase
from each Seller, and each Seller hereby agrees to sell, transfer and assign to the Buyers, 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 such 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 being sold by such Seller, 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 Founder Share, which Exhibit A shall be updated
promptly following each Closing.


 


2.             Closing.
The purchase of the Founder Shares from each Seller (each a “Closing” and collectively the “Closings”)
will occur at times that are mutually agreeable to the parties on the signature pages hereof, which Closings 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” or “Closing Dates”). In connection
with each Closing, it shall be a condition to the obligations of the Buyers on the one hand and each Seller participating in such
Closing on the other hand, that the other party’s representations and warranties are true and correct on the relevant 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.


 


2.1           At
or before each Closing, each Seller participating in such Closing shall deliver or cause to be delivered to the Buyers (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.


 






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2.2           At
each Closing, the Buyers shall deliver or cause to be delivered to each Seller participating in such Closing all amounts owed
hereunder, which shall be determined by multiplying the total number of Founder Shares being sold by such Seller or Sellers by
the Purchase Price Per Founder Share, by payment by wire transfer of immediately available funds in accordance with Section 1
of this Agreement.


 


3.           Representations
and Warranties of the Seller.


 


3.1         Each
Seller hereby represents and warrants, severally and not jointly, to the Buyers on the date hereof and on the relevant Closing
Date that:


 


(a)             Sophisticated
Seller. The 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 Buyers.


 


(b)             Independent
Investigation. The Seller, in making his, her or its decision to sell the Founder Shares, has not relied upon any oral or
written representations or assurances from the Company, the Buyers, or any of their officers, directors or employees or any other
representatives or agents of Buyers or the Company, except as expressly set forth herein. The 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 the Seller and, assuming the due authorization, execution
and delivery thereof by the Buyers, 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 the Seller
will not result in any violation 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.
The Seller is, or will be, as of the date hereof and the date of the relevant Closing, the legal and beneficial owner of his,
her or its Founder Shares, free and clear of all liens, charges, claims and encumbrances, and such Seller will transfer to the
Buyers good and marketable title to his, her or its 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, the Seller is
not a party to any agreements to sell or otherwise transfer the Founder Shares being sold pursuant hereto. There are no restrictions
of any kind on the transfer of the Founders Shares being sold pursuant hereto, except those imposed by the Securities Act or applicable
state securities laws.


 






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(e)           
 No Legal Advice from Buyers. The Seller acknowledges that he, she or it has had the opportunity to review this Agreement
and the transactions contemplated by this Agreement with his, her or its own legal counsel and investment and tax advisors. The
Seller is relying solely on such counsel and advisors and not on any statements or representations of the Buyers or any of their
respective representatives or agents for legal, tax or investment advice with respect to this Agreement or the transactions contemplated
by this Agreement.


 


(f)        
     Exempt Transaction. Based in part upon the Seller’s reliance on the Buyers’ representations
in Section 4 hereof, the sale of the Founder Shares contemplated hereby is exempt from registration under the Securities Act.


 


4.           Representations
and Warranties of Buyers.


 


4.1          Each
Buyer hereby represents and warrants, severally and not jointly, to each Seller on the date hereof and on the relevant 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 each Seller, has not relied upon any
oral or written representations or assurances from such Sellers or any of their officers, directors, partners or employees or
any other representatives or agents. 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 each Seller, 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.


 


(d)             No
Legal Advice from Sellers. 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 any Seller or any of their representatives
or agents for legal, tax or investment advice with respect to this Agreement or the transactions contemplated by this Agreement.


 



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(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.             Termination
of Letter Agreement. Automatically upon each Closing, the letter agreement between the Company, Broadband Capital Management
LLC (“BCM”) and the Seller (as applicable), dated as of April 11, 2014, shall terminate and have no
further effect.


 


6.             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.


 


7.             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.


 


8.             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.


 


9.             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.


 


10.           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.


 






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11.           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.


 


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


 





	 	BUYERS
	 	 	 
	 	CCAC II, LLC
	 	 	 
	 	By:	/S/ KENNETH
    ABDALLA
	 	 	 
	 	KASPAC, LLC
	 	 	 
	 	By:	/S/ KENNETH
    ABDALLA
	 	 	 
	 	KSSPAC, LLC
	 	 	 
	 	By:	/S/ KENNETH
    ABDALLA
	 	 	 
	 	NOTESPAC, LLC
	 	 	 
	 	By:	/S/ LAUREN
    SELIG
	 	 	 
	 	KIDSSPAC, LLC
	 	 	 
	 	By:	/S/ KENNETH
    ABDALLA




 





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




  




    


     


    

 


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


 





	 	SELLERS
	 	 
	 	Elliot-Herbst LP
	 	 
	 	/S/ ALICE
    ELLIOT
	 	By: Alice Elliot
	 	Title:
	 	 
	 	P&P 2 LLC
	 	 
	 	/S/ RICHARD
    PERLMAN
	 	By: Richard Perlman
	 	Title: Manager
	 	 
	 	/S/ SANFORD
    D. GREENBERG
	 	Sanford D Greenberg
	 	 
	 	/S/ MICHAEL
    SERRUYA
	 	Michael Serruya
	 	 
	 	/S/DON
    DUFFY
	 	Don Duffy
	 	 
	 	/S/ THOMAS
    M. RYAN
	 	Thomas M. Ryan
	 	 
	 	/S/ ETHAN
    BENOVITZ
	 	Ethan Benovitz




 




    


     


    

 


EXHIBIT
A


 


SCHEDULE
OF FOUNDERS SHARES


 


	Name
    	Number
    of Shares	Consideration
Per Founder

         

        (Purchase
        Price Per Founder

 Share = $0.002)

	Elliot-Herbst
    LP	1,000,000	$2,000.00
	P&P
    2 LLC	1,000,000	$2,000.00
	Sanford
    D Greenberg	1,000,000	$2,000.00
	Michael
    Serruya	1,000,000	$2,000.00
	Don
    Duffy	500,000	$1,000.00
	Thomas
    M Ryan	500,000	$1,000.00
	Ethan
    Benovitz	200,000	$400.00
	TOTAL	5,200,000	Aggregate
    Consideration = $10,400.00


 


BUYERS


 


	Name
    	Number
    of Shares	Consideration
Per Founder

         

        (Purchase
        Price Per Founder

 Share = $0.002)

	CCAC
    II, LLC	483,750	$967.50
	KASPAC,
    LLC	1,750,000	$3,500.00
	KSSPAC,
    LLC	1,750,000	$3,500.00
	NOTESPAC,
    LLC	857,500	$1,715.00
	KIDSSPAC,
    LLC	358,750	$717.50
	TOTAL	5,200,000	Aggregate
    Consideration = $10,400.00