HENNESSY CAPITAL ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of _______, 2015Warrant Agreement • June 22nd, 2015 • Hennessy Capital Acquisition Corp II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of ________, 2015, is by and between Hennessy Capital Acquisition Corp. II, 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”).
Hennessy Capital Acquisition Corp. II Houston, Texas 77002Hennessy Capital Acquisition Corp II • June 22nd, 2015 • Blank checks • New York
We are pleased to accept the offer Hennessy Capital Partners II LLC (the “Subscriber” or “you”) has made to purchase 5,031,250 shares of common stock (the “Shares”), $.0001 par value per share (the “Common Stock”), up to 656,250 of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Hennessy Capital Acquisition Corp. II, a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 22nd, 2015 • Hennessy Capital Acquisition Corp II • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2015, is made and entered into by and among Hennessy Capital Acquisition Corp. II, a Delaware corporation (the “Company”), Hennessy Capital Partners II, 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”).
INDEMNITY AGREEMENTIndemnity Agreement • June 22nd, 2015 • Hennessy Capital Acquisition Corp II • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of _________, 2015, by and between HENNESSY CAPITAL ACQUISITION CORP. II, a Delaware corporation (the “Company”), and ___________ (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 22nd, 2015 • Hennessy Capital Acquisition Corp II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of ____________, 2015 by and between Hennessy Capital Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Hennessy Capital Acquisition Corp. II Houston, Texas 77002Letter Agreement • June 22nd, 2015 • Hennessy Capital Acquisition Corp II • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) proposed to be entered into by and between Hennessy Capital Acquisition Corp. II, a Delaware corporation (the “Company”), and UBS Securities LLC, Cantor Fitzgerald & Co. and BMO Capital Markets Corp. as representatives of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 17,500,000 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 Comp
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • June 22nd, 2015 • Hennessy Capital Acquisition Corp II • Blank checks • Delaware
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of May 11, 2015 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Hennessy Capital Acquisition Corp. II, a Delaware corporation (the “Company”), and Hennessy Capital Partners II LLC, a Delaware limited liability company (the “Purchaser”).
Hennessy Capital Acquisition Corp. II 700 Louisiana Street, Suite 900 Houston, Texas 77002Hennessy Capital Acquisition Corp II • June 22nd, 2015 • Blank checks
This letter will confirm our agreement that, commencing on the date the securities of Hennessy Acquisition Corp. II (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 II LLC, shall make available to the Company, at 700 Louisiana Street, Suite 900, Houston, Texas 77002 (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 Co
