Exhibit 10.1


 


AMENDMENT
NO. 1 TO


 


INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


This
Amendment No. 1 (this “Amendment”), dated as of May 14, 2015, to the Trust Agreement (as defined below) is made by
and among Capitol Acquisition Corp. II, a Delaware corporation (including its successors and assigns, the “SPAC”)
and Continental Stock Transfer & Trust Company (“Trustee”). All terms used but not defined herein shall have the
meanings assigned to them in the Trust Agreement.


 


WHEREAS,
SPAC and the Trustee entered into an Investment Management Trust Agreement dated as of May 10, 2013 (the “Trust Agreement”);
and


 


WHEREAS,
Section 1(i) of the Agreement sets forth the terms that govern the liquidation of the Trust Account under the circumstances described
therein; and


 


WHEREAS,
at a special meeting of stockholders of the SPAC (the “Special Meeting”) held on May 14, 2015, the SPAC stockholders
approved (i) a proposal (the “Extension Proposal”) to amend the SPAC’s amended and restated certificate of incorporation
to provide that the date by which SPAC shall be required to effect a Business Combination shall be July 31, 2015 (the “Extension
Amendment”), and (ii) a proposal (the “Conversion Proposal”) to amend the SPAC’s amended and restated
certificate of incorporation to allow the holders of shares of common stock issued in the IPO (the “Public Shares”)
to elect to convert their Public Shares into their pro rata portion of the funds held in the Trust Account if the Extension is
implemented (the “Conversion Amendment”); and


 


WHEREAS,
on the date hereof, the SPAC is filing the Extension Amendment and Conversion Amendment with the Secretary of State of the State
of Delaware.


 


NOW
THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements herein contained and
other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby
agree as follows:


 


1.             Section
1(i) of the Agreement is hereby amended by deleting the existing Section 1(i) in its entirety and replacing it with the following:


 


(i)             Commence
liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter
(“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto,
(subject in the case of Exhibit B, to the provisions below) signed on behalf of the Company by its Chief Executive Officer, President
or Chairman of the Board of Directors and Secretary or Assistant Secretary and affirmed by counsel for the Company, and complete
the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter
and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received
by the Trustee by July 31, 2015 (“Termination Date”), the Trust Account shall be liquidated in accordance with the
procedures set forth in the Termination Letter attached as Exhibit B to the stockholders of record on the Termination Date.


 




    	 



    	 



    

 


2.             A
new Section 1(j) of the Agreement is hereby added as follows:


 


(j)             Effect
conversions of shares held by Public Stockholders (the “Converting Stockholders”) that properly sought conversion
of such shares at the Company’s Special Meeting of Stockholders held on May 14, 2015 and tendered such shares to the Trustee
prior to the vote at such meeting (“Tendered Shares”), at a conversion price of $10.00 per share, by liquidating a
sufficient portion of the Trust Account to pay the aggregate amount for the Tendered Shares and distributing such amount to the
Converting Stockholders, only after and promptly after receipt of, and only in accordance with, the terms of a letter, in a form
substantially similar to that attached hereto as Exhibit E hereto, signed on behalf of the Company by its Chief Executive
Officer, President or Chairman of the Board of Directors and Secretary or Assistant Secretary.


 


3.             The
first sentence of Section 3(b) of the Agreement is hereby amended by deleting the existing sentence in its entirety and replacing
it with the following:


 


Subject
to the provisions of Section 7(h) of this Agreement, hold the Trustee harmless and indemnify the Trustee from and against, any
and all expenses, including reasonable counsel fees and disbursements, or loss suffered by the Trustee in connection with any
claim, potential claim, action, suit or other proceeding brought against the Trustee involving any claim, or in connection with
any claim or demand which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the
Property or any income earned from investment of the Property, including any claim arising from any amendment of this Agreement,
except for expenses and losses resulting from the Trustee's gross negligence, fraud or willful misconduct.


 


4.             Section
7(c) of the Agreement is hereby amended by deleting the existing Section 7(c) in its entirety and replacing it with the following:


 


(c)             This
Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. This
Agreement or any provision hereof may only be changed, amended or modified by a writing signed by each of the parties hereto;
provided, however, that no such change, amendment or modification may be made without the prior written consent of the Representatives.
As to any claim, cross-claim or counterclaim in any way relating to this Agreement, each party waives the right to trial by jury.


 


5.             A
new Exhibit E attached hereto is hereby added to the Agreement immediately following Exhibit D of the Agreement.


 


6.             All
other provisions of the Agreement shall remain unaffected by the terms hereof.


 




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7.             This
Amendment may be signed in any number of counterparts, each of which shall be an original and all of which shall be deemed to
be one and the same instrument, with the same effect as if the signatures thereto and hereto were upon the same instrument. A
facsimile signature shall be deemed to be an original signature for purposes of this Amendment.


 


8.             This
Amendment is intended to be in full compliance with the requirements for an Amendment to the Agreement as required by Section
7(c) of the Agreement, and every defect in fulfilling such requirements for an effective amendment to the Agreement is hereby
ratified, intentionally waived and relinquished by all parties hereto.


 


9.             This
Amendment 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.


 


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IN
WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the day and year first above written.


 


	 	CAPITOL
    ACQUISITION CORP. II
	 	 	 	 
	 	By:	/s/ L. Dyson Dryden
	 	 	Name:	L.
    Dyson Dryden
	 	 	Title:	Chief
Financial Officer

	 	 	 	 
	 	CONTINENTAL
    STOCK TRANSFER & TRUST COMPANY
	 	 	 	 
	 	By:	/s/ Steven Nelson
	 	 	 Name:	 Steven Nelson
	 	 	 Title:	 President


 


Acknowledged
and agreed:


 


CITIGROUP
GLOBAL MARKETS INC.


 


	By:	/s/
    Neil Shah	 
	 	Name:	Neil
    Shah	 
	 	Title:	Managing
    Director	 


 


DEUTSCHE
BANK SECURITIES INC.


 


	By:	/s/
    Frank Windels	 
	 	Name:	Frank
    Windels	 
	 	Title:	Managing
    Director	 


 




    	



    	 



    

 


Exhibit
E


 


[Letterhead
of Company]


 


_______________,
2015


 


Continental
Stock Transfer & Trust Company


17 Battery
Place


New York,
New York 10004


Attn: Frank
DiPaolo


 


	Re:		Trust Account No. 530-157349
– Disbursal Letter



 


Gentlemen:


 


Pursuant
to paragraph 1(j) of the Investment Management Trust Agreement between Capitol Acquisition Corp. II (“Company”) and
Continental Stock Transfer & Trust Company (“Trustee”), dated as of May 10, 2013, as amended by Amendment No.
1 thereto dated as of May 14, 2015 (‘Trust Agreement”), this is to advise you that the Company has held a special
meeting of stockholders pursuant to which the holders of _______ Tendered Shares have properly sought to convert such shares into
cash as further described in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate such investments in the Trust Account as
shall be required to effect the conversion of the Tendered Shares and promptly convert those shares into cash as described in
the Trust Agreement. You shall commence distribution of such funds in accordance with the terms of the Trust Agreement and the
Second Amended and Restated Certificate of Incorporation of the Company and you shall oversee the distribution of the funds.


 


Capitalized
terms used but not defined herein have the meanings ascribed to them in the Trust Agreement.


 


	 	Very
    truly yours,
	 	 
	 	CAPITOL
    ACQUISITION CORP. II
	 	 	 	 
	 	By:	 	 
	 	 	Name:	Mark
    D. Ein
	 	 	Title:	Chief
    Executive Officer and Secretary