Exhibit 4.4


 


WARRANT AGREEMENT


 


THIS
WARRANT AGREEMENT (this “Agreement”), dated as of [_______], 2014, is by and between Committed Capital
Acquisition Corporation II, a Delaware corporation (the “Company”), and Continental Stock Transfer &
Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).


 


WHEREAS,
the Company is engaged in an initial public offering (the “Offering”) pursuant to which the Company
will issue and deliver up to 8,050,000 units (the “Units”) (including up to 1,050,000 Units subject to
the Over-allotment Option (as defined below)), with each Unit comprised of one share of the common stock, par value $0.00001 per
share (the “Common Stock”), of the Company and  one warrant, where each warrant entitles the holder
to purchase one-half of one share of Common Stock for $2.50 per half share ($5.00 per whole share), subject to adjustment as described herein (each, a “Warrant,” and collectively, the
“Warrants”), to public investors; and


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “Commission”) a registration
statement on Form S-1, No. 333-192586 (the “Registration Statement”)
for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Units,
the Warrants and Common Stock included in the Units, and a related prospectus (the “Prospectus”); and


 


WHEREAS,
the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection
with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and


 


WHEREAS,
the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised,
and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants;
and


 


WHEREAS,
all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company
and countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company,
and to authorize the execution and delivery of this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


1.            Appointment
of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the
Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth
in this Agreement.


 


2.           Warrants.


 


2.1
       Form of Warrant. Each Warrant shall be issued in registered form only and shall be in substantially the form of Exhibit
A hereto, the provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature of, the
Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer, Secretary or other principal officer of the
Company. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the
capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he
or she had not ceased to be such at the date of issuance.


 




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2.2
      Effect of Countersignature. Unless and until countersigned by the Warrant Agent pursuant to this Agreement, a Warrant
shall be invalid and of no effect and may not be exercised by the holder thereof.


 


2.3
        Registration.


 


2.3.1
        Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the
registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants,
the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and
otherwise in accordance with instructions delivered to the Warrant Agent by the Company.


 


2.3.2
        Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant
Agent may deem and treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered
Holder”) as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation
of ownership or other writing on the Warrant Certificate (as defined below) made by anyone other than the Company or the Warrant
Agent), for the purpose of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall
be affected by any notice to the contrary.


 


2.4           Detachability of Warrants.
The Common Stock and Warrants comprising the Units shall begin separate trading on the tenth (10th) business day (“Business
Day”) following the earlier to occur of (i) the expiration of the underwriters’ option to purchase additional
Units in the Offering (which expiration shall occur forty-five (45) days from the effective date of the Registration Statement)
(the “Over-allotment Option”), (ii) the exercise in full of the Over-allotment Option or (iii) the announcement
by Broadband Capital Management LLC, as representative of the several underwriters (the “Representative”),
of its intention not to exercise all or any remaining portion of the Over-allotment Option (such date, the “Detachment
Date”), but in no event shall the Common Stock and the Warrants comprising the Units be separately traded until
(A) the Company has filed a current report on Form 8-K with the Commission containing an audited balance sheet reflecting the
receipt by the Company of the gross proceeds of the Offering, including the proceeds received by the Company from the exercise
by the Representative of the Over-allotment Option, if the Over-allotment Option is exercised prior to the filing of the Form
8-K, and (B) the Company issues a press release announcing when such separate trading shall begin.


 


3.           Terms
and Exercise of Warrants.


 


3.1          Warrant
Price. Each Warrant shall, when countersigned by the Warrant Agent, entitle the Registered Holder thereof, subject to the
provisions of such Warrant and of this Agreement, to purchase from the Company the number of shares of Common Stock stated therein,
at the price of $2.50 per half share ($5.00 per whole share), subject to the adjustments provided in Section 4 hereof and in the last sentence of this
Section 3.1. The term “Warrant Price” as used in this Agreement shall mean the
price at which a share of Common Stock may be purchased at the time a Warrant is exercised. The Company in its sole discretion
may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than twenty (20)
Business Days; provided, that the Company shall provide at least twenty (20) days prior written notice of such reduction
to Registered Holders of the Warrants; and provided further that any such reduction shall be identical among all of the
Warrants.


 




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3.2
          Duration of Warrants. Warrants may not be exercised prior
to the completion by the Company of a merger or capital stock exchange, asset acquisition, stock purchase, reorganization,
exchangeable share transaction or other similar business transaction with one or more operating businesses or assets (a
“Business Transaction”), which Business Transaction is contemplated to be completed on or prior to
11:59 p.m., New York City time, on the 24-month anniversary of the date of effectiveness of the Registration Statement (the
“Business Transaction Deadline”). Upon the completion of the Business Transaction, the Warrants
will be exercisable only during the period (the “Exercise Period”) commencing on the date and time
at which a post-effective amendment to the Registration Statement or a new registration statement in respect of the shares of
Common Stock underlying such Warrants becomes effective, and terminating at 5:00 p.m., New York City time, on the date that is the earlier
to occur of: (x) five years after the effectiveness
of such post-effective amendment or registration statement, or (y) the forty-fifth (45th) day following the date that the Company’s Common Stock
closes at or above $8.00 per share for 20 out of 30 trading days commencing on the effective date of such post-effective
amendment or registration statement; provided, however,
that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection
3.3.2 below with respect to an effective registration statement; and, provided, further, that if such
registration statement or post-effective amendment ceases to be effective or is subject to a stop order or an injunction or
the related prospectus is unavailable for use, then the Exercise Period shall be extended by the number of days during which
such registration statement or post-effective amendment was not effective or subject to a stop order or an injunction or such
prospectus was unavailable for use, with such extension period being announced by the Company. The Company will issue a press
release and file a Current Report on Form 8-K announcing the effectiveness of such registration statement or post-effective
amendment no later than 6:00 p.m. New York City time on the second trading day after the Company confirms effectiveness of
such registration statement with the SEC. The Warrants shall expire at the earlier of (a) on the Business Transaction Deadline, if the Business
Transaction is not completed on or prior to the Business Transaction Deadline and
(b) at the time at which the Exercise Period ends, if the Business Transaction is completed on or prior to the Business
Transaction Deadline (such date of expiration, the “Expiration Date”). Each Warrant not exercised
on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this
Agreement shall cease at 5:00 p.m., New York City time, on the Expiration Date. The Company in its sole discretion may extend
the duration of the Warrants by delaying the Expiration Date; provided, that the Company shall provide at least ten
(10) days prior written notice of any such extension to the Registered Holders of the Warrants; and, provided, further,
that any such extension shall be identical in duration among all the Warrants.


 


3.3         Exercise
of Warrants.


 





3.3.1
        Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant
Agent, may be exercised by the Registered Holder thereof by surrendering it, at the office of the Warrant Agent, or at the office
of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set
forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the
Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the
Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, in lawful money of the United States,
by wire transfer of immediately available funds, in good certified check or good bank draft payable to the order of the Company.


 




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3.3.2
        Issuance of Common Stock on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of
the funds in payment of the Warrant Price, the Company shall issue to the Registered Holder of such Warrant a certificate or certificates
for the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed
by him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant for the number of shares
as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall not be obligated to deliver
any shares of Common Stock pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise
unless a registration statement under the Securities Act with respect to the shares of Common Stock underlying the Warrants is
then effective and a prospectus relating thereto is current. No Warrant shall be exercisable and the Company shall not be obligated
to issue shares of Common Stock upon exercise of a Warrant unless the shares of Common Stock issuable upon such Warrant exercise
has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the Registered Holder
of the Warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to
a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire
worthless, in which case the purchaser of a Unit containing such Warrants shall have paid the full purchase price for the Unit
solely for the shares of Common Stock underlying such Unit. Subject to Section 4.6 of this Agreement, a Registered Holder of Warrants may exercise its Warrants only for a whole number of shares of common stock (i.e., only an even number of Warrants may be exercised at any given time by a Registered Holder). In no event will the Company be required to net cash settle the Warrant
exercise.


 


3.3.3
Valid Issuance. All shares of Common Stock issued or issuable upon the proper exercise of a Warrant in conformity with
this Agreement shall be validly issued, fully paid and nonassessable.


 


3.3.4
Date of Issuance. Each person in whose name any certificate for shares of Common Stock is issued shall for all purposes
be deemed to have become the holder of record of such shares of Common Stock on the date on which the Warrant was surrendered
and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate, except that, if the date
of such surrender and payment is a date when the share transfer books of the Company are closed, such person shall be deemed to
have become the holder of such shares at the close of business on the next succeeding date on which the share transfer books are
open.


 


3.3.5
Maximum Percentage. A holder of a Warrant shall notify the Company in writing in the event it elects to be subject to the
provisions contained in this subsection 3.3.5; provided, however, that no holder of a Warrant shall be subject
to this subsection 3.3.5 unless he, she or it makes such election. If the election is made by a holder, the Warrant Agent
shall not effect the exercise of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant,
to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the Warrant
Agent’s actual knowledge, would beneficially own in excess of 9.9% (the “Maximum Percentage”)
of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence,
the aggregate number of shares of Common Stock beneficially owned by such person and its affiliates shall include the number of
shares of Common Stock issuable upon exercise of the Warrant with respect to which the determination of such sentence is being
made, but shall exclude shares of Common Stock that would be issuable upon (x) exercise of the remaining, unexercised portion
of the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted
portion of any other securities of the Company beneficially owned by such person and its affiliates (including, without limitation,
any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous
to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial
ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). For purposes of the Warrant, in determining the number of outstanding shares of Common Stock, the holder
may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s most recent Form 10-K, Form
10-Q, current report on Form 8-K or other public filing with the Commission as the case may be, (2) a more recent public announcement
by the Company, or (3) any other notice by the Company or the transfer agent for the Company’s Common Stock (the “Transfer
Agent”) setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written
request of the holder of the Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing to such holder
the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be
determined after giving effect to the conversion or exercise of equity securities of the Company by the holder and its affiliates
since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, the
holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage
specified in such notice; provided, however, that any such increase shall not be effective until the sixty-first
(61st) day after such notice is delivered to the Company.


 




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4. Adjustments.


 


4.1
Stock Dividends.


 


4.1.1
        Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding
shares of Common Stock is increased by a stock dividend payable in shares of Common Stock, or by a split-up of the Common Stock
or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of
Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding shares
of Common Stock. A rights offering to holders of Common Stock entitling holders to purchase shares of Common Stock at a price
less than the “Fair Market Value” (as defined below) shall be deemed a stock dividend of a number of shares of Common
Stock equal to the product of (i) the number of shares of Common Stock actually sold in such rights offering (or issuable under
any other equity securities sold in such rights offering that are convertible into or exercisable for the shares of Common Stock)
multiplied by (ii) one (1) minus the quotient of (x) the price per share of Common Stock paid in such rights offering divided
by (y) the Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible
into or exercisable for shares of Common Stock, in determining the price payable for shares of Common Stock, there shall be taken
into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion
and (ii) “Fair Market Value” means, for purposes of this subsection 4.1.1 only, the volume weighted
average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the first
date on which the shares of Common Stock trade on the applicable exchange or in the applicable market, regular way, without the
right to receive such rights.


 


4.1.2
        Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a
dividend or make a distribution in cash, securities or other assets to the holders of the Common Stock on account of such shares
of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a)
as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), or (c) in connection with the Company’s
liquidation and the distribution of its assets upon its failure to consummate a Business Transaction (any such non-excluded event
being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased,
effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value
(as determined by the Board, in good faith) of any securities or other assets paid on each share of Common Stock in respect of
such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends”
means any cash dividend or cash distribution which, when combined on a per share basis of the Common Stock, with the per share
amounts of all other cash dividends and cash distributions paid on the shares of Common Stock during the 365-day period ending
on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to
in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment
to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.25 (being
5% of the offering price of the Units in the Company’s Offering).


 




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4.2
        Aggregation of Shares. If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number
of outstanding shares of Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of
the shares of Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock
split, reclassification or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be decreased
in proportion to such decrease in outstanding shares of Common Stock.


 


4.3
        Adjustments in Exercise Price. Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants
is adjusted, as provided in subsection 4.1.1 or 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by
multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number
of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator
of which shall be the number of shares of Common Stock so purchasable immediately thereafter.


 


4.4
        Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding
shares of Common Stock (other than a change under subsections 4.1.1 or 4.1.2 or Section 4.2 hereof or that
solely affects the par value of the Common Stock), or in the case of any merger or consolidation of the Company with or into another
corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result
in any reclassification or reorganization of the outstanding Common Stock), or in the case of any sale or conveyance to another
corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection
with which the Company is dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon
the basis and upon the terms and conditions specified in the Warrants and in lieu of the Common Stock of the Company immediately
theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock
or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation,
or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder
had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change
in shares of Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections
4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to
successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.


 




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4.5
        Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise
of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting
from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise
of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.
Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3 or 4.4, the Company shall give
written notice of the occurrence of such event to each holder of a Warrant, at the last address set forth for such holder in the
Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall
not affect the legality or validity of such event.


 


4.6
        No Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall
not issue fractional shares upon exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4,
the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the
Company shall, upon such exercise, round down to the nearest whole number, the number of the shares of Common Stock to be issued
to such holder.


 


4.7
        Form of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4,
and Warrants issued after such adjustment may state the same Warrant Price and the same number of shares as is stated in the Warrants
initially issued pursuant to this Agreement; provided, however, that the Company may at any time in its sole discretion
make any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and
any Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may
be in the form as so changed.


 


4.8
        Other Events. In case any event shall occur affecting the Company as to which none of the provisions of preceding subsections
of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order
to (i) avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each
such case, the Company shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized
national standing, which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants
is necessary to effectuate the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary,
the terms of such adjustment. The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment
recommended in such opinion.


 


5. Transfer
and Exchange of Warrants.


 


5.1
        Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant
upon the Warrant Register, upon surrender of such Warrant for transfer, properly endorsed with signatures properly guaranteed
and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate
number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled shall
be delivered by the Warrant Agent to the Company from time to time upon request.


 


5.2
        Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request
for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested
by the Registered Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided,
however, that in the event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall
not cancel such Warrant and issue new Warrants in exchange thereof until the Warrant Agent has received an opinion of counsel
for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend.


 




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5.3
        Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which
shall result in the issuance of a warrant certificate for a fraction of a warrant.


 


5.4
        Service Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.


 


5.5
        Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance
with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and
the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of the
Company for such purpose.


 


5.6
        Transfer of Warrants. Prior to the Detachment Date, the Warrants may be transferred or exchanged only together with
the Unit in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange
of such Unit. Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants
included in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer
of Warrants on and after the Detachment Date.


 


6. [Reserved]


 





7. Other
Provisions Relating to Rights of Holders of Warrants.


 


7.1
        No Rights as Stockholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a stockholder
of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive
rights to vote or to consent or to receive notice as stockholders in respect of the meetings of stockholders or the election of
directors of the Company or any other matter.


 


7.2
        Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company
and the Warrant Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the
case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the
Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of
the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by any
person.


 


7.3
        Reservation of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but
unissued shares of Common Stock that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant
to this Agreement.


 




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7.4
        Registration of Common Stock. The Company agrees that as soon as practicable, but in no event later than fifteen (15)
Business Days after the closing of its initial Business Transaction, it shall use its best efforts to file with the Commission
a post-effective amendment to the Registration Statement, or a new registration statement, for the registration, under the Securities
Act, of the shares of Common Stock issuable upon exercise of the Warrants, and it shall use its best efforts to take such action
as is necessary to register or qualify for sale, in those states in which the Warrants were initially offered by the Company,
the shares of Common Stock issuable upon exercise of the Warrants, to the extent an exemption is not available. The Company shall
use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and
a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of this Agreement.
In addition, the Company agrees to use its best efforts to register the shares of Common Stock issuable upon exercise of a Warrant
under the blue sky laws of the states of residence of the exercising Warrant holder to the extent an exemption is not available.


 


8. Concerning
the Warrant Agent and Other Matters.


 


8.1
        Payment of Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the
Company or the Warrant Agent in respect of the issuance or delivery of shares of Common Stock upon the exercise of the Warrants,
but the Company shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares.


 


8.2         Resignation,
Consolidation, or Merger of Warrant Agent.


 


8.2.1
          Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its
duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing
to the Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company
shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment
within a period of thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent
or by the holder of a Warrant (who shall, with such notice, submit his Warrant for inspection by the Company), then the holder
of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor
Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall
be a corporation organized and existing under the laws of the State of New York, in good standing and having its principal office
in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and
subject to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested
with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect
as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary
or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring
to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request
of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for
more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities,
duties, and obligations.


 


8.2.2          Notice
of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof
to the predecessor Warrant Agent and the Transfer Agent for the Common Stock not later than the effective date of any such appointment.


 




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8.2.3
          Merger or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which
it may be consolidated or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party
shall be the successor Warrant Agent under this Agreement without any further act.


 


8.3         Fees
and Expenses of Warrant Agent.


 


8.3.1          
Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent
hereunder and shall, pursuant to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures
that the Warrant Agent may reasonably incur in the execution of its duties hereunder.


 


8.3.2
          Further Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed,
acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the
Warrant Agent for the carrying out or performing of the provisions of this Agreement.


 


8.4
        Liability of Warrant Agent.


 


8.4.1
          Reliance on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall
deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any
action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed
to be conclusively proved and established by a statement signed by the Chief Executive Officer, President, Chairman of the Board
or Secretary of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action
taken or suffered in good faith by it pursuant to the provisions of this Agreement.


 


8.4.2
          Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad
faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments,
costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except
as a result of the Warrant Agent’s gross negligence, willful misconduct or bad faith.


 


8.4.3
          Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect
to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible
for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall
not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner,
method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment;
nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any
shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall,
when issued, be valid and fully paid and nonassessable.


 


8.5
        Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform
the same upon the terms and conditions herein set forth and among other things, shall account promptly to the Company with respect
to Warrants exercised and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase
of the shares of Common Stock through the exercise of the Warrants.


 




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8.6
        Waiver. The Warrant Agent has no right of set-off or any other right, title, interest or claim of any kind (“Claim”)
in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of
the date hereof, by and between the Company and the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse,
reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent hereby
waives any and all Claims against the Trust Account and any and all rights to seek access to the Trust Account.


 


9.           Miscellaneous
Provisions.


 


9.1
        Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant
Agent shall bind and inure to the benefit of their respective successors and assigns.


 


9.2
        Notices. 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 Rapoport


Fax No.: (212) 702-9830


 


If to the Warrant
Agent:


 


Continental Stock Transfer
& Trust Company

17 Battery Place

New York, New York 10004


Fax: 212-616-7615

Attention: Compliance Department


 


with a copy in each case (which
shall not constitute service) 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.


 


9.3
        Applicable Law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed
in all respects by 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 Company 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. The Company hereby waives any objection to such exclusive jurisdiction and that such courts
represent an inconvenient forum.


 




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9.4
        Persons Having Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from
any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than
the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim under or by reason of this Agreement
or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and
agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors
and assigns and of the Registered Holders of the Warrants.


 


9.5
        Examination of the Agreement. A copy of this Agreement shall be available at all reasonable times at the office of
the Warrant Agent in the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant.
The Warrant Agent may require any such holder to submit his Warrant for inspection by it.


 


9.6         Counterparts.
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.


 


9.7
        Effect of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall
not affect the interpretation thereof.


 


9.8
        Amendments. This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the
purpose of curing any ambiguity, or curing, correcting or supplementing any defective provision contained herein or adding or
changing any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary
or desirable and that the parties deem shall not adversely affect the interest of the Registered Holders. All other modifications
or amendments, including any amendment to increase the Warrant Price or shorten the Exercise Period, shall require the written
consent of the Registered Holders of 65% of the then outstanding Warrants. Notwithstanding the foregoing, the Company may lower
the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively,
without the consent of the Registered Holders.


 


9.9         Severability.
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.


 


[Remainder
of page intentionally left blank. Signature page to follow.]


 




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


 


	 	COMMITTED CAPITAL ACQUISITION
	 	CORPORATION II
	 	 
	 	By:	 
	 	 	Name: Michael Rapoport
	 	 	Title: Chief Executive Officer


 


 


	 	CONTINENTAL STOCK TRANSFER 
	 	& TRUST COMPANY, as Warrant
	 	Agent
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


[Warrant
Agreement] 


 




    	 



    	 



    

 


EXHIBIT A


 


[Form of Warrant
Certificate]


 


[FACE]





Number


 


Warrants


 


THIS WARRANT
SHALL BE VOID IF NOT EXERCISED PRIOR TO


THE
EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR


IN
THE WARRANT AGREEMENT DESCRIBED BELOW


 


COMMITTED
CAPITAL ACQUISITION CORPORATION II


A
Delaware corporation


 


CUSIP _____________


 


Warrant Certificate


 


This
Warrant Certificate certifies that , or registered assigns, is the registered holder of warrants (the “Warrants”)
to purchase shares of common stock, $0.00001 par value (the “Common Stock”), of Committed
Capital Acquisition Corporation II (the “Corporation”). Each Warrant entitles the holder,
upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Corporation that number
of fully paid and nonassessable share of Common Stock as set forth below, at the exercise price (the “Exercise
Price”) as determined pursuant to the Warrant Agreement, payable in lawful money of the United States of America
upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred
to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate
but not defined herein shall have the meanings given to them in the Warrant Agreement (as defined on the reverse hereof).


 


Each
Warrant is initially exercisable for one-half of one fully paid and non-assessable share of Common Stock. The number of shares of Common Stock
issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events set forth in the Warrant
Agreement.


 


The
initial Exercise Price per share of Common Stock for any Warrant is equal to $2.50 per half share ($5.00 per whole share); provided, however, that a Warrant may not be exercised for a fractional share, so that only an even number of Warrants may be exercised at a given time. The Exercise Price is subject to
adjustment upon the occurrence of certain events set forth in the Warrant Agreement.


 


Subject
to the conditions set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the
extent not exercised by the end of such Exercise Period, such Warrants shall become void. The Warrants will not become exercisable
and will expire worthless in the event the Corporation fails to consummate a Business Transaction on or prior to the Business
Transaction Deadline.


 




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Reference
is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions
shall for all purposes have the same effect as though fully set forth at this place.


 


This Warrant
Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.


 


This Warrant
Certificate shall be governed and construed in accordance with the internal laws of the State of New York, without regard to conflicts
of laws principles thereof.


 


	 	COMMITTED CAPITAL ACQUISITION 

CORPORATION
    II
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	CONTINENTAL STOCK TRANSFER & TRUST
	 	COMPANY, as Warrant Agent
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




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[Form of
Warrant Certificate]


 


[Reverse]


 


The
Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise
to receive shares of Common Stock and are issued or to be issued pursuant to a Warrant Agreement dated as of [________], 2014
(the “Warrant Agreement”), duly executed and delivered by the Corporation to Continental
Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”),
which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for
a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Corporation
and the holders (the words “holders” or “holder”
meaning the Registered Holders or Registered Holder) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder
hereof upon written request to the Corporation. Defined terms used in this Warrant Certificate but not defined herein shall have
the meanings given to them in the Warrant Agreement.


 


Warrants
may be exercised at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by
this Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set
forth hereon properly completed and executed, together with payment of the Exercise Price as specified in the Warrant Agreement
at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise of Warrants evidenced hereby
the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there shall be issued to the
holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised. No adjustment
shall be made for any dividends on any of the shares of Common Stock issuable upon exercise of this Warrant.


 


Notwithstanding
anything else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise:
(i) a registration statement covering the shares of Common Stock to be issued upon exercise is effective under the Securities
Act and (ii) a prospectus thereunder relating to the shares of Common Stock is current. The Warrants will not become exercisable
and will expire worthless in the event the Corporation fails to consummate a Business transaction on or prior to the Business
Transaction Deadline.


 


The
Warrant Agreement provides that upon the occurrence of certain events the number of the Warrants set forth on the face
hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled
to receive a fractional interest in a share of Common Stock, the Corporation shall, upon exercise, round  down to the nearest
whole number of shares of Common Stock to be issued to the holder of the Warrant.


 


Warrant
Certificates, when surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in
person or by legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations
provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates
of like tenor evidencing in the aggregate a like number of Warrants.


 


Upon
due presentation for registration of transfer of this Warrant Certificate at the office of the Warrant Agent, a new Warrant Certificate
or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s)
in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except
for any tax or other governmental charge imposed in connection therewith.


 




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The
Corporation and the Warrant Agent may deem and treat the Registered Holder(s) thereof as the absolute owner(s) of this Warrant
Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone) for the purpose of any exercise
hereof, of any distribution to the holder(s) hereof, and for all other purposes, and neither the Corporation nor the Warrant Agent
shall be affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof
to any rights of a stockholder of the Corporation.


 




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Election to
Purchase


 


(To Be Executed
Upon Exercise of Warrant)


 


The
undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive shares of common
stock and herewith tenders payment for such shares to the order of Committed Capital Acquisition Corporation II (the “Corporation”)
in the amount of $ in accordance with the terms hereof. The undersigned requests that a certificate for such shares be
registered in the name of , whose address is and that such shares be delivered to whose address is . If said number of shares
is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate
representing the remaining balance of such shares be registered in the name of , whose address is , and that such Warrant Certificate
be delivered to , whose address is .


 


Date: _____, 20


	 	 
	 	(Signature)
	 	 
	 	 
	 	 
	 	 
	 	 
	 	(Address)
	 	 
	 	(Tax Identification Number)


 




    	5



    	 



    

 


ASSIGNMENT


 


(To Be Executed
by the Registered Holder in Order to Assign Warrants)


 


For value received, hereby sell(s),
assign(s) and transfer(s) unto 


 


	PLEASE
        INSERT SOCIAL 

SECURITY OR

        OTHER

        IDENTIFYING
        NUMBER OF 

ASSIGNEE
	 	 	 	 


 


(PLEASE PRINT
OR TYPE NAME(S) AND ADDRESS(ES), INCLUDING POSTAL ZIP CODE, OF ASSIGNEE)


 


and to be delivered to















(PLEASE PRINT
OR TYPE NAME(S) AND ADDRESS(ES), INCLUDING POSTAL ZIP CODE, OF ASSIGNEE)


 


______________________________ of
the Warrants represented by this Warrant Certificate, and hereby irrevocably constitute and appoint Attorney to transfer
this Warrant Certificate on the books of the Corporation, with full power of substitution in the premises.


 


Dated





 


	Signature(s) Guaranteed	 	 (Tax
    Identification Number)


 


THE SIGNATURE(S)
SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS
WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).


 




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