HENNESSY CAPITAL ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of January 16, 2014Warrant Agreement • January 23rd, 2014 • Hennessy Capital Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 16, 2014, is by and between Hennessy Capital Acquisition Corp., 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”).
10,000,000 Units1 Hennessy Capital Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • January 23rd, 2014 • Hennessy Capital Acquisition Corp. • Blank checks • New York
Hennessy Capital Acquisition Corp., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as sole representative, 10,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 1,500,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain c
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 23rd, 2014 • Hennessy Capital Acquisition Corp. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 16, 2014, is made and entered into by and among Hennessy Capital Acquisition Corp., a Delaware corporation (the “Company”), Hennessy Capital Partners I, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 23rd, 2014 • Hennessy Capital Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 16, 2014 by and between Hennessy Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
January 16, 2014Letter Agreement • January 23rd, 2014 • Hennessy Capital Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Hennessy Capital Acquisition Corp., a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc. as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 10,000,000 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 warrant (each, a “Warrant”). Each Warrant entitles the holder thereof to purchase one-half of one share of the Common Stock at a price of $5.75 per half 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 Securities and Exchange Commissio
Hennessy Capital Acquisition Corp.Hennessy Capital Acquisition Corp. • January 23rd, 2014 • Blank checks • New York
This letter will confirm our agreement that, commencing on the date the securities of Hennessy Acquisition Corp. (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 I LLC, shall make available to the Company, at 10 South Wacker Drive, Suite 3175 Chicago, IL 60606 (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 Company
