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 and the proceeds of the sale of the securities
issued in a private placement to be consummated concurrently with the completion of the initial business combination of 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 Rapp
	 	 	Title:  Chief Executive Officer and Chairman


 


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


 


[Signature Page – Promissory Note –
A-1]