SUBSCRIPTION AGREEMENT FORSubscription Agreement • February 19th, 2015 • Hennessy Capital Acquisition Corp. • Truck & bus bodies • New York
This Subscription Agreement (this “Agreement”), made as of February 18, 2015 by and among Hennessy Capital Acquisition Corp. (the “Company”), The Traxis Group B.V. (“Traxis”), the undersigned subscriber of Preferred Shares (as defined below) under whose name is set forth “Preferred Subscriber” on the signature pages hereto (the “Preferred Subscriber”) and each of the undersigned subscribers of shares of Common Stock (as defined below) under whose name is set forth “Common Subscriber” on the signature pages hereto (each, a “Common Subscriber,” collectively, the “Common Subscribers” and, together with the Preferred Subscriber, the “Subscribers” and each a “Subscriber”), is intended to set forth certain representations, covenants and agreements among the Company and the Subscribers:
AMENDMENT NO. 2 to PURCHASE AGREEMENT by and between THE TRAXIS GROUP B.V., HENNESSY CAPITAL ACQUISITION CORP. and HENNESSY CAPITAL PARTNERS I LLC (solely for purposes of Section 10.01(a) thereof)Purchase Agreement • February 19th, 2015 • Hennessy Capital Acquisition Corp. • Truck & bus bodies
This AMENDMENT NO. 2, dated as of February 18, 2015 (this “Amendment”), to the PURCHASE AGREEMENT, dated as of September 21, 2014, as amended by Amendment No. 1 on February 10, 2015 (as so amended, the “Original Agreement”), is made by and among THE TRAXIS GROUP, B.V., a limited liability company existing under the laws of the Netherlands (“Seller”), HENNESSY CAPITAL ACQUISITION CORP., a Delaware corporation (“Purchaser”), and, solely for purposes of Section 10.01(a) thereof, HENNESSY CAPITAL PARTNERS I LLC (“Sponsor”). Capitalized terms used herein shall have the meanings given such terms in the Original Agreement, as amended by this Amendment.
The Traxis Group B.V. c/o Cerberus Capital Management L.P.Purchase Agreement • February 19th, 2015 • Hennessy Capital Acquisition Corp. • Truck & bus bodies
Reference is made (i) to that certain Purchase Agreement (as amended, the “Purchase Agreement”), dated as of September 21 2014, among The Traxis Group B.V., a limited liability company existing under the laws of the Netherlands (“Seller”), Hennessy Capital Acquisition Corp., a Delaware corporation (“Purchaser”) and solely for the purposes of Section 10.01(a) thereof, Hennessy Capital Partners I LLC and (ii) that certain Subscription Agreement (the “Subscription Agreement”), dated as of the date hereof, among the Seller, Purchaser, Coliseum School Bus Holdings, LLC (“School Bus Holdings”), Coliseum Capital Partners, L.P. (“Coliseum Capital Partners”), Coliseum Capital Partners II, L.P. (“Coliseum Capital Partners II”) and Blackwell Partners, LLC — Series A (“Blackwell” and together with School Bus Holdings, Coliseum Capital Partners and Coliseum Capital Partners II, “Coliseum”). The Purchase Agreement provides that at the closing of the transactions contemplated by the Purchase Agreemen
