X0306 4 2014-09-22 0001512499 Capitol Acquisition Corp. II CLAC 0001574445 Dryden L. Dyson C/O CAPITOL ACQUISITION CORP. II 509 7TH STREET, N.W. WASHINGTON DC 20004 1 1 0 0 CFO Convertible Promissory Note 1.00 2014-09-22 4 A 0 55000 A Warrants (right to buy) 55000 117500 D The promissory note is convertible, at the Reporting Person's option and subject to approval of the Issuer's stockholders if required, at the closing of the Issuer's initial business combination. Each warrant entitles the Reporting Person to purchase one share of common stock at a price of $11.50. The warrants would become exercisable 30 days after the completion of an initial business combination, and would expire five years after the completion by the Issuer of an initial business combination, or earlier upon redemption. The convertible promissory note was issued in consideration of a loan made by the Reporting Person in the same amount. /s/ L. Dyson Dryden 2014-09-24