AMENDED AND RESTATED SUBSCRIPTION AGREEMENT FORSubscription Agreement • September 24th, 2014 • Hennessy Capital Acquisition Corp. • Blank checks • New York
This Amended and Restated Subscription Agreement (this “Agreement”), made as of September 23, 2014 by and among Hennessy Capital Acquisition Corp. (the “Company”) and each of the undersigned subscribers (each, a “Subscriber,” collectively, the “Subscribers”), is intended to set forth certain representations, covenants and agreements among the Company and the Subscribers, with respect to the private offering (the “Preferred Offering”) for sale by the Company and the purchase by each Subscriber in such private offering of the number of shares set forth under such Subscriber’s name on the signature pages hereto of 7.625% Preferred Stock with the terms set out in the form of certificate of designations attached as Exhibit A hereto (the “Certificate of Designations” and, such shares, the “Preferred Shares”) at a price per share of $100.00.
The Traxis Group B.V. c/o Cerberus Capital Management L.P.Purchase Agreement • September 24th, 2014 • Hennessy Capital Acquisition Corp. • Blank checks
Concurrently with this letter, The Traxis Group B.V., a limited liability company existing under the laws of the Netherlands (“Seller”), is entering into that certain Purchase Agreement, dated as of the date hereof (as it may be amended, the “Purchase Agreement”), with Hennessy Capital Acquisition Corp., a Delaware corporation (“Purchaser”). The Purchase Agreement provides that at the closing of the transactions contemplated by the Purchase Agreement, Purchaser’s certificate of incorporation will be amended and restated to, among other things, provide that Purchaser’s directors can be removed with or without cause by the stockholders. Any capitalized term used but not defined herein will have the meaning ascribed to such term in the Purchase Agreement.
BACKSTOP AND SUBSCRIPTION AGREEMENTBackstop and Subscription Agreement • September 24th, 2014 • Hennessy Capital Acquisition Corp. • Blank checks • New York
This Backstop and Subscription Agreement (this “Agreement”), made as of September , 2014 by and among Hennessy Capital Acquisition Corp. (the “Company”), The Traxis Group B.V. (“Traxis”), Hennessy Capital Partners I LLC (the “Sponsor”), (each a “Subscriber” and together, the “Subscribers”), is intended to set forth certain representations, covenants and agreements among the Company 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”), in two separate tranches, one of which shall be for aggregate consideration of up to $5,000,000 and the other of which shall be for additional aggregate consideration of up to $5,000,000, in each case through such acquisitions as are described in Sections 1(a)(iii), (iv) and (v) hereof, which representations, covenants and agreements are made in connection with the closing of the acquisition of School Bus Holdings Inc. (“School Bus”) in accordance with that cer
Insert Date]Letter Agreement • September 24th, 2014 • Hennessy Capital Acquisition Corp. • Blank checks • Delaware
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Purchase Agreement (the “Purchase Agreement”), dated as of September 21, 2014, entered into by and between Hennessy Capital Acquisition Corp., a Delaware corporation (the “Company”), and The Traxis Group B.V., a limited liability company existing under the laws of the Netherlands (the “Seller”), relating to the sale by the Seller to the Company of School Bus Holdings, Inc., a Delaware corporation (the “Business Combination”). Certain capitalized terms used herein are defined in paragraph 3 hereof.
PURCHASE AGREEMENTPurchase Agreement • September 24th, 2014 • Hennessy Capital Acquisition Corp. • Blank checks • Delaware
This Purchase Agreement (this “Agreement”), dated as of September 21, 2014, is made by and between The Traxis Group B.V., a limited liability company existing under the laws of the Netherlands (the “Seller”), and Hennessy Capital Acquisition Corp., a Delaware corporation (the “Purchaser”).
