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THIS TRUST INDEMNIFICATION AGREEMENT (this “ Agreement ”), dated as of October 24, 2011, is made and entered into by and among Committed Capital Acquisition Corporation, a Delaware corporation (the “ Company ”), Broadband Capital Management LLC (“ Broadband ”) and Michael Rapoport (a/k/a Michael Rapp) (“ Rapp ”).
WHEREAS , the Company is engaged in an initial public offering (the “ Offering ”) pursuant to which the Company will issue and deliver up to 5,750,000 unit (the “ Units ”) (including up to 750,000 Units subject to an over-allotment option granted to the underwriters of the Offering), with each Unit comprised of one share of the common stock, par value $0.0001 per share (the “ Common Stock ”), of the Company and one warrant to purchase one share of Common Stock for $5.00 per share, subject to adjustment (each, a “ Warrant ,” and collectively, the “ Warrants ”); and
WHEREAS , the Company has filed with the Securities and Exchange Commission a registration statement on Form S-1, No. 333-174599 (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 gross proceeds of the Offering will be deposited in a trust account (the “ Trust Account ”) at J.P. Morgan Chase Bank, N.A. and managed by Continental Stock Transfer & Trust Company, as trustee, as described in the Registration Statement and the Prospectus; and
WHEREAS , Broadband and Rapp desire to enter into this Agreement in order to facilitate the Offering and the other transactions contemplated in the Registration Statement and the Prospectus, including any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination by the Company with one or more businesses (a “ Business Transaction ”).
NOW , THEREFORE , in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties he