EXHIBIT 10.6


 


THIS NOTE HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY
NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION
OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.


 


PROMISSORY NOTE


 


	$[AMOUNT]	Issue Date: [DATE]
	No. A-[ ]	New York, New York


 


Committed Capital Acquisition Corporation
II (the "Maker") promises to pay to the order of [Broadband Capital Management LLC] (the "Payee")
the principal sum of [AMOUNT] ($[XXX]) in lawful money of the United States of America, on the terms and conditions described below.


 


1.            Principal.
The principal balance of this Note shall be repayable on the date on which Maker consummates its initial business combination (the
“Maturity Date”). No amount shall be due under this Note if such initial business combination is not completed.


 


2.            Interest.
This Note shall bear no interest.


 


3.            Application
of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due
under this Note, including (without limitation) reasonable attorneys' fees, then to the payment in full of any late charges and
finally to the reduction of the unpaid principal balance of this Note.


 


4.            Events
of Default. The following shall constitute Events of Default:


 


(a)        Failure
to Make Required Payments. Failure by Maker to pay the principal of, or other payments on, this Note within five (5) business
days following the date when due.


 


(b)  
     Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under
applicable bankruptcy law, or any other applicable insolvency, reorganization, rehabilitation or other similar law, or the
consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any
assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the
taking of corporate action by Maker in furtherance of any of the foregoing.


 


(c)        Involuntary
Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of maker
in an involuntary case under applicable bankruptcy law, or any other applicable insolvency or other similar law, or appointing
a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of
its property, or ordering the winding-up or liquidation of the affairs of Maker, and the continuance of any such decree or order
unstayed and in effect for a period of 60 consecutive days.


 



    	 



    	 



    

 


5.            Remedies.


 


(a)        Upon
the occurrence of an Event of Default specified in Section 4(a), Payee may, by written notice to Maker, declare this Note to be
due and payable, whereupon the principal amount of this Note, and all other amounts payable under this Note, 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.


 


(b)   
    Upon the occurrence of an Event of Default specified in Sections 4(b) and 4(c), the principal amount
of this Note, and all other amounts payable under this Note, shall automatically and immediately become due and payable, in
all cases without any action on the part of Payee.


 


6.            Waivers.
Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor,
protest, and notice of protest with regard to this Note, all errors, defects and imperfections in any proceedings instituted by
Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting
any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or
sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and
Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution
issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.


 


7.            Unconditional
Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement
of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other
party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or
consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted
by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors,
or sureties may become parties hereto without notice to them or affecting their liability hereunder.


 


8.            Notices.
Any notice called for hereunder shall be deemed properly given if (i) sent by certified mail, return receipt requested, (ii) personally
delivered, (iii) dispatched by any form of private or governmental express mail or delivery service providing receipted delivery,
(iv) sent by telefacsimile or (v) sent by e-mail, to the following addresses or to such other address as either party may designate
by notice in accordance with this Section:


 


If to Maker:


 


Committed Capital Acquisition Corporation II


712 Fifth Avenue, 22nd Floor


New York, New York 10019


Attention: Michael Rapp


Facsimile: (212)
702-9830


Email: mrapp@broadbandcapital.com





 



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If to Payee:


 


Broadband Capital Management LLC


712 Fifth Avenue, 22nd Floor


New York, New York 10019


Attention: Philip Wagenheim





Facsimile: (212)
702-9830


Email: pwaggs@broadbandcapital.com


 


Notice shall be deemed given on the earlier of (i) actual receipt
by the receiving party, (ii) the date shown on a telefacsimile transmission confirmation, (iii) the date on which an e-mail transmission
was received by the receiving party's on-line access provider, (iv) the date reflected on a signed delivery receipt, or (vi) two
(2) business days following tender of delivery or dispatch by express mail or delivery service.


 


9.            Construction.
This Note shall be construed and enforced in accordance with the laws of the State of New
York, without regard to conflict of law provisions thereof.


 


10.          Severability.
Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction.


 


11.          Trust
Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim
of any kind ("Claim") in or to any distribution of the trust account in which the proceeds of the
initial public offering (the "IPO") conducted by the Maker, as described in greater detail in the
registration statement and prospectus filed with the Securities and Exchange Commission in connection with the IPO, will be deposited,
and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any
reason whatsoever.


 


12.          Amendment;
Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent
of the Maker and the Payee.


 


13.          Assignment.
No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of
law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required
consent shall be void.


 


[Signature Page Follows]


 



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IN WITNESS WHEREOF, Maker, intending to
be legally bound hereby, has caused this Note to be duly executed the day and year first above written.


 


	 	Committed Capital Acquisition Corporation II
	 	 	 
	 	By: 	 
	 	 	Name:  Michael Rapoport
	 	 	Title:  Chief Executive Officer and Chairman


 


	Agreed and Accepted:	 
	 	 
	BROADBAND CAPITAL MANAGEMENT LLC	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 





 



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