FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT1Registration Rights Agreement • June 26th, 2018 • Hennessy Capital Acquisition Corp. III • Blank checks • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), effective as of [_______], 2018, 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”), each of the undersigned parties that holds Founder Shares (as defined below) and is identified as an “Other Pre-IPO Holder” on the signature pages hereto (collectively, with the Sponsor, the “Pre-IPO Holders”), [__________] (the “Lead Investor”), [__________] (the “Other Investors”) and JFL-NRC-SES Partners, LLC, a Delaware limited liability company (“JFL Seller”) (each of the foregoing parties (other than the Company) 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”).
FORM OF INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • June 26th, 2018 • Hennessy Capital Acquisition Corp. III • Blank checks • Delaware
THIS INVESTOR RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of [_________], 2018 by and among Hennessy Capital Acquisition Corp. III, a Delaware corporation (the “Company”), JFL-NRC-SES Partners, LLC, a Delaware limited liability company (“JFL Seller”), and J.F. Lehman & Company, LLC (“JFLCo,” and, together with JFL Seller and each of its respective Affiliates (as defined below), subsidiaries and managed funds and its and their successors and assigns (other than the Company and its subsidiaries), collectively, “JFL”).
BACKSTOP AND SUBSCRIPTION AGREEMENTBackstop and Subscription Agreement • June 26th, 2018 • Hennessy Capital Acquisition Corp. III • Blank checks
This BACKSTOP AND SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 25th day of June, 2018, by and between Hennessy Capital Acquisition Corp. III, a Delaware corporation (the “Issuer”), and Nomura Securities International, Inc., a corporation formed under the laws of the State of New York (“Subscriber”).
PURCHASE AGREEMENT BY AND BETWEEN JFL-NRC-SES PARTNERS, LLC AND HENNESSY CAPITAL ACQUISITION CORP. III RELATING TO THE PURCHASE OF MEMBERSHIP INTERESTS OF NRC GROUP HOLDINGS, LLC DATED AS OF JUNE 25, 2018Purchase Agreement • June 26th, 2018 • Hennessy Capital Acquisition Corp. III • Blank checks • Delaware
This Purchase Agreement (this “Agreement”), dated as of June 25, 2018, is made by and between JFL-NRC-SES Partners, LLC, a Delaware limited liability company (the “Seller”), and Hennessy Capital Acquisition Corp. III, a Delaware corporation (the “Purchaser”). The Seller and the Purchaser are each referred to herein as a “Party” and, collectively, as the “Parties”.
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • June 26th, 2018 • Hennessy Capital Acquisition Corp. III • Blank checks • Delaware
This letter agreement (this “Agreement”) relates to a Purchase Agreement entered into as of June 25, 2018 (“Purchase Agreement”) by and between Hennessy Capital Acquisition Corp. III, a Delaware corporation (“Purchaser”), and JFL-NRC-SES Partners, LLC, a Delaware limited liability company. Capitalized terms used and not otherwise defined herein are defined in the Purchase Agreement and shall have the meanings given to such terms in the Purchase Agreement.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • June 26th, 2018 • Hennessy Capital Acquisition Corp. III • Blank checks • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of June 25, 2018, by and among JFL-NRC-SES Partners, LLC, a Delaware limited liability company (the “Seller”), Hennessy Capital Partners III LLC, a Delaware limited liability company (“Hennessy Capital Partners III”), and the stockholders of Purchaser (as defined below) set forth on Schedule I hereto (such individuals together with Hennessy Capital Partners III, each a “Stockholder”, and collectively, the “Stockholders”). The Seller and the Stockholders are sometimes referred to herein as a “Party” and collectively as the “Parties”.
SPONSOR WARRANT EXCHANGE AND SHARE FORFEITURE AGREEMENTSponsor Warrant Exchange and Share Forfeiture Agreement • June 26th, 2018 • Hennessy Capital Acquisition Corp. III • Blank checks • Delaware
Reference is made to that certain Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), by and between Hennessy Capital Acquisition Corp. III, a Delaware corporation (the “Company”), and JFL-NRC-SES Partners, LLC, a Delaware limited liability company (the “Seller”). In order to facilitate the Company’s purchase (the “Acquisition”) of all of the issued and outstanding membership interests of NRC Group Holdings, LLC, a Delaware limited liability company, from the Seller pursuant to the Purchase Agreement, and in order to induce the Company and the Seller to enter into the Purchase Agreement and to proceed with the Acquisition and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Hennessy Capital Partners III LLC (“HCP”) has agreed to enter into this letter agreement (this “Agreement”) relating to the exchange of 9,600,000 warrants sold to HCP by the Company in a private placement in connection with the Company’s
