EX-10.1



 Exhibit 10.1 

PROMISSORY NOTE 
  

			
	 $70,000.00
		Dated as of March 6, 2015

 Cambridge Capital Acquisition Corporation (“Maker”) promises to pay to the order of Benjamin Gordon or his
successors or assigns (“Payee”) the principal sum of Seventy Thousand Dollars and No Cents ($70,000.00) 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 consummation of the Maker’s initial merger, capital stock exchange,
asset acquisition or other similar business combination with one or more businesses or entities (a “Business Combination”). Payee understands that if a Business Combination is not consummated, this Note will not be repaid and all amounts
owed hereunder will be forgiven. 
 2. Interest. No interest shall accrue on the unpaid principal balance of this Note. 

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 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 the Federal Bankruptcy Code, as now constituted or hereafter amended, or any other applicable federal or state bankruptcy,
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 the Federal Bankruptcy Code, as now or
hereafter constituted, or any other applicable federal or state bankruptcy, 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 its affairs, 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 thereunder, 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 unpaid principal balance of, and all other sums payable with regard to, this Note shall automatically and immediately become due and
payable, in all cases without any action on the part of Payee. 

 6. Conversion. Upon consummation of a Business Combination, the Payee
shall have the option, but not the obligation, to convert the principal balance of this Note, in whole or in part at the option of the Payee, into units (“Units”) of the Maker at a price of $10.00 per Unit; provided, however, that the
Payee shall be permitted to convert this Note only if the stockholders of the Maker or the target business in any such Business Combination, whichever may be required in connection with such Business Combination, have approved the issuance of the
Units to the Payee if such approval is necessary under applicable rules. The Units will be identical to the “units” (as such term is defined in the Maker’s final prospectus for its initial public offering, dated December 17,
2013). As promptly after notice by Payee to Maker to convert the principal balance of this Note, which must be made at least 24 hours prior to the consummation of the Business Combination, as reasonably practicable and after Payee’s surrender
of this Note, Maker shall have issued and delivered to Payee, without any charge to Payee, a certificate or certificates (issued in the name(s) requested by Payee) for the number of Units of Maker issuable upon the conversion of this Note. 

7. 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 the 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. 

8. 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 agree that additional makers, endorsers,
guarantors, or sureties may become parties hereto without notice to them or affecting their liability hereunder. 







 9. 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: 

Cambridge Capital Acquisition Corporation 
 525 South Flagler
Drive, Suite 201 
 West Palm Beach, FL 33401 

mig@cambridgecapital.com 
 If to Payee: 

Benjamin Gordon 
 c/o Cambridge Capital Acquisition Corporation

 525 South Flagler Drive, Suite 201 
 West Palm Beach, FL
33401 
 ben@bgsa.com 
 Notice shall be deemed given on the
earlier of (i) actual receipt by the receiving party, (ii) the date shown on a facsimile 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 (v) two (2) Business Days following tender of delivery or dispatch by express mail or delivery service. 

10. Construction. This Note shall be construed and enforced in accordance with the domestic, internal law, but not the law of conflict of laws, of the
State of New York. 
 11. 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. 
 IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly
executed by its President and Chief Financial Officer the day and year first above written. 
 [Signature Page Follows] 







 
			
	CAMBRIDGE CAPITAL ACQUISITION CORPORATION
		
	By:		 /s/ Mitchell Gordon

			Name: Mitchell Gordon
			Title: President and Chief Financial Officer


 [Signature Page to Promissory Note]