Exhibit 4.1


 


WARRANT AGREEMENT


 


THIS WARRANT AGREEMENT
(this “Agreement”), dated as of April 10, 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 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.


 




    	 



    	 



    

 


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 Warrant Agent.




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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.


 




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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.


 


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.


 




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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).


     


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.


 




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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.


     


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.


 




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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.


     


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.


 




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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.


          


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.


 




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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.


 


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


 




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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.


 


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.


 




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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:  	/s/ Michael Rapoport	 
	 	 	 Name:    Michael Rapoport	 
	 	 	 Title:      Chief Executive Officer	 


 


	 	CONTINENTAL STOCK TRANSFER &	 
	 	TRUST COMPANY, as Warrant Agent	 
	 	 	 	 
	 	By:  	/s/ Monty Harry	 
	 	 	Name:     Monty Harry	 
	 	 	Title:       Vice President	 
	 	 	 	 	 


[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:  	 	 


 




    	2



    	 



    

 


[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 April 10, 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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