EXHIBIT 10.8


 


THIS TRUST INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of [______],
2014, is made and entered into by and among Committed Capital Acquisition Corporation II, a Delaware corporation (the
“Company”), Broadband Capital Management LLC (“Broadband”) and Michael Rapoport
(a/k/a Michael Rapp) (“Rapp”).


 


RECITALS


 


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 an over-allotment
option granted to the underwriters of the Offering), 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 (each, a “Warrant,” and collectively, the “Warrants”);
and


 


WHEREAS, the
Company has filed with the Securities and Exchange Commission a registration statement on Form S-1, No. 333-___ (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
gross proceeds of the Offering will be deposited in a trust account (the “Trust Account”) at J.P. Morgan
Chase Bank, N.A. and managed by Continental Stock Transfer & Trust Company, as trustee, as described in the Registration Statement
and the Prospectus; and


 


WHEREAS, Broadband
and Rapp desire to enter into this Agreement in order to facilitate the Offering and the other transactions contemplated in the
Registration Statement and the Prospectus, including any merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or other similar business combination by the Company with one or more businesses (a “Business Transaction”).


 


NOW, THEREFORE,
in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as
follows:







 


1.          In the event of the liquidation of the Trust
Account without the consummation of an initial Business Transaction, each of Broadband and Rapp (the “Indemnitors”)
agree to jointly and severally indemnify and hold harmless the Company against any and all loss,
liability, claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably
incurred in investigating, preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever)
to which the Company may become subject as a result of any claim by (i) any third party for services rendered or products sold
to the Company or (ii) a prospective target business with which the Company has entered into an acquisition agreement (a “Target”);
provided, however, that such indemnification of the Company by the Indemnitors shall apply only to the extent necessary
to ensure that such claims by a third party for services rendered (other than the Company’s independent public accountants)
or products sold to the Company or a Target do not reduce the amount of funds in the Trust Account below $5.00 per share of the
Common Stock sold in the Offering, and, provided, further, that such indemnification of the Company by the Indemnitors
shall apply only if such third party or Target has not executed an agreement waiving claims against all rights to seek access to
the Trust Account whether or not such agreement is enforceable. In the event that any such executed waiver is deemed to be unenforceable
against such third party, the Indemnitors shall not be responsible for any liability as a result of any such third party claims.
Notwithstanding any of the foregoing, such indemnification of the Company by the Indemnitors shall not apply as to any claims under
the Company’s obligation to indemnify the underwriters of the Offering against certain liabilities, including liabilities
under the Securities Act. The Indemnitors shall have the right to defend against any such claim with counsel of its choice reasonably
satisfactory to the Company if, within 15 days following written receipt of notice of the claim to the undersigned, the undersigned
notifies the Company in writing that the Indemnitors shall undertake such defense.


 



    	1



    	 



    

 


2.          This Agreement
constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes
all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate
in any way to the subject matter hereof or the transactions contemplated hereby. This Agreement may not be changed, amended, modified
or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed
by the parties hereto.


 


3.          No party may
assign either this Agreement or any of his, her or its rights, interests, or obligations hereunder without the prior written consent
of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate
to transfer or assign any interest or title to the purported assignee. This Agreement shall be binding on the undersigned and each
of his or its heirs, personal representatives, successors and assigns.


 


4.          This Agreement
shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to
conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The parities
hereto (i) agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Agreement shall
be brought and enforced in the courts of New York, in the State of New York, and irrevocably submits to such jurisdiction and venue,
which jurisdiction and venue shall be exclusive and (ii) waives any objection to such exclusive jurisdiction and venue or that
such courts represent an inconvenient forum.


 


5.          Any notice,
statement or demand authorized by this Agreement shall be sufficiently given (i) when so delivered if by hand or overnight delivery,
(ii) the date and time shown on a telefacsimile transmission confirmation, or (ii) if sent by certified mail or private courier
service within five (5) days after deposit of such notice, postage prepaid. Such notice, statement or demand shall be addressed
as follows:


 


If to the Company:


 


Committed Capital Acquisition
Corporation II


c/o Broadband Capital Management LLC


712 Fifth Avenue, 22nd Floor


New York, NY 10019


Attn: Michael Rapp


Fax No.: (212) 702-9830


 



    	2



    	 



    

 


If to Broadband:


 


Broadband Capital Management LLC


712 Fifth Avenue, 22nd Floor


New York, NY 10019


Attn: Michael Rapp


Fax No.: (212) 702-9830


 


If to Rapp:


 


Michael Rapp


c/o Broadband Capital Management LLC


712 Fifth Avenue, 22nd Floor


New York, NY 10019


Fax No.: (212) 702-9830


 


with a copy in each case (which shall not constitute notice)
to:


 


Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C.


666 Third Avenue


New York, NY 10017


Fax: 212-692-6732


Attn: Jeffrey P. Schultz, Esq.


 


6.          This
Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


7.          This
Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the
validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


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


 


[SIGNATURE PAGES FOLLOW]


 



    	3



    	 



    

 


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


 


	 	COMMITTED CAPITAL ACQUISITION
	 	CORPORATION II, a Delaware corporation
	 	 
	 	By:	 
	 	 	Name: Michael Rapoport
	 	 	Title: Chief Executive Officer and Chairman
	 	 
	 	 
	 	Michael Rapoport
	 	 
	 	BROADBAND CAPITAL MANAGEMENT LLC
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


[Trust Indemnification Agreement]