SPONSOR WARRANT EXCHANGE AND SHARE FORFEITURE AGREEMENTSponsor Warrant Exchange and Share Forfeiture Agreement • June 26th, 2018 • Hennessy Capital Acquisition Corp. III • Blank checks • Delaware
Reference is made to that certain Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), by and between Hennessy Capital Acquisition Corp. III, a Delaware corporation (the “Company”), and JFL-NRC-SES Partners, LLC, a Delaware limited liability company (the “Seller”). In order to facilitate the Company’s purchase (the “Acquisition”) of all of the issued and outstanding membership interests of NRC Group Holdings, LLC, a Delaware limited liability company, from the Seller pursuant to the Purchase Agreement, and in order to induce the Company and the Seller to enter into the Purchase Agreement and to proceed with the Acquisition and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Hennessy Capital Partners III LLC (“HCP”) has agreed to enter into this letter agreement (this “Agreement”) relating to the exchange of 9,600,000 warrants sold to HCP by the Company in a private placement in connection with the Company’s
