VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • December 29th, 2016 • Hennessy Capital Acquisition Corp II • Blank checks • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of December 22, 2016, by and among Daseke, Inc., a Delaware corporation (the “Company”), Hennessy Capital Partners II LLC (“Hennessy Capital Partners II”) and the stockholders of Parent (as defined below) set forth on Schedule I hereto (such individuals together with Hennessy Capital Partners II, each a “Stockholder”, and collectively, the “Stockholders”). The Company and the Stockholders are sometimes referred to herein as a “Party” and collectively as the “Parties”.
FORM OF BACKSTOP AND SUBSCRIPTION AGREEMENTForm of Backstop and Subscription Agreement • December 29th, 2016 • Hennessy Capital Acquisition Corp II • Blank checks • Delaware
This Backstop and Subscription Agreement (this “Agreement”), made as of December 22, 2016, by and among Hennessy Capital Acquisition Corp. II, a Delaware corporation (the “Company”), Hennessy Capital Partners II LLC, a Delaware limited liability company (the “Sponsor”), and [●] and [●] (each a “Subscriber” and together, the “Subscribers”), is intended to set forth certain representations, covenants and agreements among the Company, the Sponsor and each Subscriber, with respect to the acquisition by each Subscriber of common stock of the Company, par value $0.0001 per share (“Common Stock”), for aggregate consideration of up to $[●] pursuant to Sections 1(a)(iii) and (iv) hereof, which representations, covenants and agreements are made in connection with the Company’s acquisition of Daseke, Inc., a Delaware corporation (“Daseke”), in accordance with that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, by and among the Company, Daseke, HCAC Mer
SPONSOR SHARE FORFEITURE AGREEMENTSponsor Share Forfeiture Agreement • December 29th, 2016 • Hennessy Capital Acquisition Corp II • Blank checks • Delaware
Reference is made to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, by and among Hennessy Capital Acquisition Corp. II, a Delaware corporation (“Parent”), HCAC Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent, Daseke, Inc., a Delaware corporation (the “Company”), and Don R. Daseke, solely in his capacity as the Stockholder Representative pursuant to Section 11.01 thereof. Capitalized terms used herein, but not defined herein, shall have the meanings ascribed to them in the Merger Agreement.
