DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • October 23rd, 2018 • NRC Group Holdings Corp. • Hazardous waste management • Delaware
This Director and Officer Indemnification Agreement, dated as of _____________ (this “Agreement”), is made by and between NRC Group Holdings Corp. (f/k/a Hennessy Capital Acquisition Corp. III), a Delaware corporation (the “Company”), and _____________________ (“Indemnitee”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 23rd, 2018 • NRC Group Holdings Corp. • Hazardous waste management • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), effective as of October 17, 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”), Nomura Securities International, Inc., a New York corporation (“Nomura”), SBTS, LLC, a Delaware limited liability company (“Cyrus”), Linden Capital L.P., a Bermuda limited partnership (“Linden”), Touchstone Funds Group Trust – Touchstone Arbitrage Fund, (“Touchstone TAF”), Touchstone Merger Arbitrage Fund (together with Touchstone TAF, “Longfellow”) and BEMAP Master Fund Ltd (“BEMAP”), Monashee Capital Master Fund LP (“MCMF”), Monashee Pure Alpha Capital Master Fund L
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • October 23rd, 2018 • NRC Group Holdings Corp. • Hazardous waste management • Delaware
THIS INVESTOR RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of October 17, 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”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • October 23rd, 2018 • NRC Group Holdings Corp. • Hazardous waste management • New York
This INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”) is made as of June 11, 2018 between each of the signatories hereto (collectively, the “Grantors”) in favor of BNP PARIBAS, as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”) (as defined in the Pledge and Security Agreement referred to below).
CREDIT AND GUARANTY AGREEMENT Dated as of June 11, 2018 among NRC US HOLDING COMPANY, LLC and SPRINT ENERGY SERVICES, LLC each as a Borrower NRC GROUP HOLDINGS, LLC, as Parent JFL-NRC HOLDINGS, LLC and SES HOLDCO, LLC, as Guarantors CERTAIN OTHER...Credit and Guaranty Agreement • October 23rd, 2018 • NRC Group Holdings Corp. • Hazardous waste management • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of June 11, 2018 (this “Agreement”), is entered into by and among NRC US HOLDING COMPANY, LLC, a Delaware limited liability company (the “NRC Borrower”), SPRINT ENERGY SERVICES, LLC, a Delaware limited liability company (the “Sprint Borrower”, and collectively with the NRC Borrower, the “Borrowers” and each a “Borrower”), JFL-NRC HOLDINGS, LLC, a Delaware limited liability company (“NRC Holdings”), SES HOLDCO, LLC, a Delaware limited liability company (“Sprint Holdings”, and collectively with NRC Holdings, the “Holding Companies” and each a “Holding Company”), NRC GROUP HOLDINGS, LLC, a Delaware limited liability company (“Parent”), CERTAIN OTHER SUBSIDIARIES OF PARENT PARTY HERETO, as Guarantors, THE LENDERS PARTY HERETO, and BNP PARIBAS (“BNP Paribas”), as administrative agent (together with its permitted successors in such capacity, the “Administrative Agent”), and as collateral agent (together with its permitted successors in such capaci
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • October 23rd, 2018 • NRC Group Holdings Corp. • Hazardous waste management • New York
This INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”) is made as of June 11, 2018 between each of the signatories hereto (collectively, the “Grantors”) in favor of BNP PARIBAS, as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”) (as defined in the Pledge and Security Agreement referred to below).
LOCK-UP AGREEMENTLock-Up Agreement • October 23rd, 2018 • NRC Group Holdings Corp. • Hazardous waste management • 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.
PLEDGE AND SECURITY AGREEMENT dated as of June 11, 2018 among NRC US HOLDING COMPANY, LLC and SPRINT ENERGY SERVICES, LLC, each as a Borrower NRC GROUP HOLDINGS, LLC, as Parent JFL-NRC HOLDINGS, LLC and SES HOLDCO, LLC, as Holding Companies EACH OF...Pledge and Security Agreement • October 23rd, 2018 • NRC Group Holdings Corp. • Hazardous waste management • New York
This PLEDGE AND SECURITY AGREEMENT, dated as of June 11, 2018 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and among NRC US HOLDING COMPANY, LLC, a Delaware limited liability company (the “NRC Borrower”) and SPRINT ENERGY SERVICES, LLC, a Delaware limited liability company (the “Sprint Borrower”, and collectively with the NRC Borrower, the “Borrowers” and each a “Borrower”), JFL-NRC HOLDINGS, LLC, a Delaware limited liability company (“NRC Holdings”), SES HOLDCO, LLC, a Delaware limited liability company (“Sprint Holdings”, and collectively with NRC Holdings, the “Holding Companies” and each a “Holding Company”), NRC GROUP HOLDINGS, LLC (“Parent”), CERTAIN OTHER SUBSIDIARIES OF PARENT PARTY HERETO, as Grantors (together with the Borrowers, Holding Companies and Parent, collectively, the “Grantors”, and each, a “Grantor”), and BNP PARIBAS, as collateral agent (together with its permitted successors in such c
JOINDER AGREEMENTJoinder Agreement • October 23rd, 2018 • NRC Group Holdings Corp. • Hazardous waste management • New York
THIS JOINDER AGREEMENT, dated as of October 2, 2018 (this “Agreement”), is entered into by and among BNP PARIBAS (the “Incremental Lender”), NRC US HOLDING COMPANY, LLC, a Delaware limited liability company (the “Borrower Representative” and a “Borrower”), SPRINT ENERGY SERVICES, LLC, a Delaware limited liability company (a “Borrower”), the Guarantors party hereto and BNP PARIBAS, as Administrative Agent.
