AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 29th, 2016 • Hennessy Capital Acquisition Corp II • Blank checks • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [_______], 2017, 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”), 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”), [__________], [________] (together with [____], the “Preferred Investors”), [_________], [_________] (together with [____], the “Backstop Investors”), Don R. Daseke, The Walden Group, Inc., a Delaware corporation (“Walden Group”), Main Street (as defined below), Prudential (as defined below), Joseph Kevin Jordan, Daseke Trucking Preferred, LP, Gekabi Capital Management, LP, VCA Daseke LP, Daniel Wirkkala and each of the former holders of shares of Daseke Series B Convertible
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 29th, 2016 • Hennessy Capital Acquisition Corp II • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 22, 2016 (the “date hereof”), is made by and among Daseke, Inc., a Delaware corporation (the “Company”), Hennessy Capital Acquisition Corp. II, a Delaware corporation (“Parent”), HCAC Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (the “Merger Sub”), and Don R. Daseke, an individual residing in Texas, solely in his capacity as the representative for the Stockholders pursuant to Section 11.01 (the “Stockholder Representative”). Parent, the Merger Sub and the Company, and, solely in his capacity as and solely to the extent applicable, the Stockholder Representative will each be referred to herein from time to time as a “Party” and, collectively, as the “Parties.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Article XII below.
FORM OF SUBSCRIPTION AGREEMENT FOR 7.625% SERIES A CONVERTIBLE PREFERRED STOCKSubscription Agreement • December 29th, 2016 • Hennessy Capital Acquisition Corp II • Blank checks • Delaware
This Subscription Agreement (this “Agreement”), made as of December 22, 2016 by and among Hennessy Capital Acquisition Corp. II, a Delaware corporation (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 the Preferred Offering of the number of shares set forth under such Subscriber’s name on the signature pages hereto of 7.625% Series A Convertible Preferred Stock with the terms set forth 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.
LOCK-UP AGREEMENTLock-Up Agreement • December 29th, 2016 • Hennessy Capital Acquisition Corp II • Blank checks • Delaware
This letter agreement (this “Agreement”) relates to a Merger Agreement entered into as of December 22, 2016 (“Merger Agreement”) by and among Hennessy Capital Acquisition Corp. II, a Delaware corporation (“Parent”), HCAC Merger Sub, Inc., a Delaware corporation, Daseke, Inc., a Delaware corporation, and Don R. Daseke, an individual residing in Texas, solely in his capacity as the Stockholder Representative. Capitalized terms used and not otherwise defined herein are defined in the Merger Agreement and shall have the meanings given to such terms in the Merger Agreement.
