X0306 4/A 2016-08-12 2016-08-15 0001648955 Capitol Acquisition Corp. III CLAC 0001574445 Dryden L. Dyson C/O CAPITOL ACQUISITION CORP. III 509 7TH STREET, N.W. WASHINGTON DC 20004 1 1 0 0 President, CFO, Treasurer Convertible Promissory Note 1.00 2016-08-12 4 A 0 115910 A Warrants (right to buy) 115910 115910 I Capitol Acquisition Founder 3 LLC The promissory note is convertible, at the Reporting Person's option, 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 per share. The warrants become exercisable 30 days after the completion of an initial business combination or 12 months from the closing of the Issuer's initial public offering. The convertible promissory note was issued in consideration of a loan made by the Reporting Person in the same amount. Mr. Dryden is the managing member of Capitol Acquisition Founder 3 LLC. This Form 4 was amended to reflect that the securities are indirectly held by the Reporting Person. /s/ L. Dyson Dryden 2016-08-16