X0306 4 2017-02-07 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 2017-02-07 4 A 0 104318 A Warrants (right to buy) 104318 220228 I By 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. If the Issuer fails to consummate an initial business combination by October 19, 2017, the Issuer will dissolve and the promissory note will not be convertible. 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. 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. /s/ L. Dyson Dryden 2017-02-08