0001213900-17-003513 Sample Contracts

Hennessy Capital Acquisition Corp. III Wilson, WY 83014
Hennessy Capital Acquisition Corp. III • April 7th, 2017 • Blank checks • New York

We are pleased to accept the offer Hennessy Capital Partners III LLC (the “Subscriber” or “you”) has made to purchase 7,906,250 shares of common stock (the “Shares”), $.0001 par value per share (the “Common Stock”), up to 1,031,250 of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Hennessy Capital Acquisition Corp. III, a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:

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SPONSOR WARRANTS PURCHASE AGREEMENT
Sponsor Warrants Purchase Agreement • April 7th, 2017 • Hennessy Capital Acquisition Corp. III • Blank checks • Delaware

THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of April 6, 2017 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Hennessy Capital Acquisition Corp. III, a Delaware corporation (the “Company”), and Hennessy Capital Partners III LLC, a Delaware limited liability company (the “Purchaser”).

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