REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 10th, 2015 • Coliseum Capital Management, LLC • Truck & bus bodies • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), made and entered into as of this _24_ day of February, 2015 (the “Effective Date”), by and among Blue Bird Corporation (formerly known as Hennessy Capital Acquisition Corp.), a Delaware corporation (the “Company”), The Traxis Group B.V., a limited liability company existing under the laws of the Netherlands (“Traxis”), The Osterweis Strategic Income Fund (“Investor I”), The Osterweis Strategic Investment Fund (“Investor II”), Overland Relative Value Master Fund LP (“Investor III”), Overland Viceroy Master Fund (“Investor IV”), Coliseum School Bus Holdings, LLC (“Investor V”), Coliseum Capital Partners, L.P. (“Investor VI”), Coliseum Capital Partners II, L.P. (“Investor VII”) and Blackwell Partners LLC – Series A (“Investor VIII”, and together with Investor I, Investor II and Investor III, Investor IV, Investor V, Investor VI and Investor VII, the “Investors”).
SUBSCRIPTION AGREEMENT FORSubscription Agreement • March 10th, 2015 • Coliseum Capital Management, LLC • Truck & bus bodies • New York
This Subscription Agreement (this “Agreement”), made as of February 18, 2015 by and among Hennessy Capital Acquisition Corp. (the “Company”), The Traxis Group B.V. (“Traxis”), the undersigned subscriber of Preferred Shares (as defined below) under whose name is set forth “Preferred Subscriber” on the signature pages hereto (the “Preferred Subscriber”) and each of the undersigned subscribers of shares of Common Stock (as defined below) under whose name is set forth “Common Subscriber” on the signature pages hereto (each, a “Common Subscriber,” collectively, the “Common Subscribers” and, together with the Preferred Subscriber, the “Subscribers” and each a “Subscriber”), is intended to set forth certain representations, covenants and agreements among the Company and the Subscribers:
Joint Filing Agreement Pursuant to Rule 13d-1Joint Filing Agreement • March 10th, 2015 • Coliseum Capital Management, LLC • Truck & bus bodies
This agreement is made pursuant to Rule 13d-l(k)(1) under the Securities and Exchange Act of 1934, as amended (the “Act”) by and among the parties listed below, each referenced to herein as a “Joint Filer.” The Joint Filers agree that a statement of beneficial ownership as required by Sections 13(g) or 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.
The Traxis Group B.V. c/o Cerberus Capital Management L.P.Purchase Agreement • March 10th, 2015 • Coliseum Capital Management, LLC • Truck & bus bodies
Reference is made (i) to that certain Purchase Agreement (as amended, the “Purchase Agreement”), dated as of September 21 2014, among The Traxis Group B.V., a limited liability company existing under the laws of the Netherlands (“Seller”), Hennessy Capital Acquisition Corp., a Delaware corporation (“Purchaser”) and solely for the purposes of Section 10.01(a) thereof, Hennessy Capital Partners I LLC and (ii) that certain Subscription Agreement (the “Subscription Agreement”), dated as of the date hereof, among the Seller, Purchaser, Coliseum School Bus Holdings, LLC (“School Bus Holdings”), Coliseum Capital Partners, L.P. (“Coliseum Capital Partners”), Coliseum Capital Partners II, L.P. (“Coliseum Capital Partners II”) and Blackwell Partners LLC – Series A (“Blackwell” and together with School Bus Holdings, Coliseum Capital Partners and Coliseum Capital Partners II, “Coliseum”). The Purchase Agreement provides that at the closing of the transactions contemplated by the Purchase Agreement
