PROMISSORY
NOTE

    


    
      
        	
                $150,000.00

              	
                As
      of February 3, 2011

              


      

    

    


    Capitol
Acquisition Corp. II (“Maker”) promises to pay to the order of Leland
Investments Inc. (“Payee”) the principal sum of One Hundred Fifty Thousand
Dollars and No Cents ($150,000.00) in lawful money of the United States of
America, on the terms and conditions described below.  This Note
supersedes and replaces all outstanding notes from Maker to Payee.

     

    1.           Principal.  The
principal balance of this Note shall be repayable on the earlier of (i) the date
on which Maker consummates an initial public offering of its securities (“IPO”)
or (ii) the date on which Maker determines to not proceed with such
IPO.

     

    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.           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.

     

    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 agree 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:

    


    


    If to
Payee:

    



    
      
         


      

      
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    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 domestic, internal
law, but not the law of conflict of laws, of the State of New York.

     

    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.

     

    IN
WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this
Note to be duly executed by its Chief Executive Officer the day and year first
above written.

    


    
      
        	 
      	
                CAPITOL
      ACQUISITION CORP. II

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ Mark D. Ein

              	 
      
	 
      	 
      	
                Name:  Mark
      D. Ein

              
	 
      	 
      	
                Title:
      Chief Executive Officer

              


      

    


    
      
         


      

      
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