and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of June 22, 2017Warrant Agreement • June 28th, 2017 • Hennessy Capital Acquisition Corp. III • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of June 22, 2017, is by and between Hennessy Capital Acquisition Corp. III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 28th, 2017 • Hennessy Capital Acquisition Corp. III • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 22, 2017 by and between Hennessy Capital Acquisition Corp. III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 28th, 2017 • Hennessy Capital Acquisition Corp. III • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 22, 2017, is made and entered into by and among Hennessy Capital Acquisition Corp. III, a Delaware corporation (the “Company”), Hennessy Capital Partners III, LLC., a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holders on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
Hennessy Capital Acquisition Corp. III Wilson, Wyoming 83014Letter Agreement • June 28th, 2017 • Hennessy Capital Acquisition Corp. III • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) proposed to be entered into by and between Hennessy Capital Acquisition Corp. III, a Delaware corporation (the “Company”), and Credit Suisse Securities (USA) LLC as representative (the “Representative”) of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 22,500,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one half of one warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one share of the Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the S
Hennessy Capital Acquisition Corp. III 22,500,000 Units ($10.00 per Unit) Underwriting AgreementUnderwriting Agreement • June 28th, 2017 • Hennessy Capital Acquisition Corp. III • Blank checks • New York
Hennessy Capital Acquisition Corp. III, a Delaware corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule A annexed hereto (the “Underwriters”), for whom Credit Suisse Securities (USA) LLC (“Credit Suisse”) is acting as the representative (the “Representative”), an aggregate of 22,500,000 units (the “Firm Units”), each Unit consisting of one share of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and three-quarters of one warrant (the “Public Warrants”). In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the Underwriters the option to purchase from the Company up to an additional 3,375,000 Units (the “Additional Units”). The Firm Units and the Additional Units are hereinafter collectively sometimes referred to as the “Units.” The Units are described in the Prospectus which is referred to below.
Hennessy Capital Acquisition Corp. III 3485 N. Pines Way, Suite 110 Wilson, Wyoming 83014Hennessy Capital Acquisition Corp. III • June 28th, 2017 • Blank checks • New York
This letter will confirm our agreement that, commencing on the date the securities of Hennessy Acquisition Corp. III (the “Company”) are first listed on the Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Hennessy Capital LLC (“Hennessy Capital”), an affiliate of our sponsor, Hennessy Capital Partners III LLC, shall make available to the Company, at 3485 N. Pines Way, Suite 110, Wilson, Wyoming 83014 (or any successor location), certain office space, utilities, and general office, receptionist and secretarial support as may be reasonably required by the Company. In exchange therefor, the Com
