Exhibit 10.3


 


INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


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”).


 


WHEREAS,
the Company’s registration statement on Form S-1, No. 333- _____ (the “Registration
Statement”) and prospectus (the “Prospectus”) for the initial public offering of the
Company’s units (the “Units”), each of which consists of one share of the Company’s
common stock, par value $0.0001 per share (the “Common Stock”), and one warrant, each warrant
entitling the holder thereof to purchase one-half of one share of Common Stock (such initial public offering hereinafter
referred to as the “Offering”), has been declared effective as of the date hereof by the U.S.
Securities and Exchange Commission; and


 


WHEREAS,
the Company has entered into an Underwriting Agreement with UBS Securities LLC, Cantor Fitzgerald & Co. and BMO Capital Markets
Corp. as representatives of the several underwriters (the “Underwriters”) named therein (the “Underwriting
Agreement”); and


 


WHEREAS,
as described in the Registration Statement, $175,000,000 of the gross proceeds of the Offering and sale of the Private Placement
Warrants (as defined in the Underwriting Agreement) (or $201,250,000 if the Underwriters’ over-allotment option is exercised
in full) will be delivered to the Trustee to be deposited and held in a segregated trust account located in the United States
(the “Trust Account”) for the benefit of the Company and the holders of the Company’s Common Stock
included in the Units issued in the Offering as hereinafter provided (the amount to be delivered to the Trustee (and any interest
subsequently earned thereon) is referred to herein as the “Property,” the stockholders for whose
benefit the Trustee shall hold the Property will be referred to as the “Public Stockholders,” and the
Public Stockholders and the Company will be referred to together as the “Beneficiaries”); and


 


WHEREAS,
pursuant to the Underwriting Agreement, a portion of the Property equal to $6,300,000, or $7,245,000 if the Underwriters’
over-allotment option is exercised in full is attributable to deferred underwriting discounts and commissions that may be payable
by the Company to the Underwriters upon the consummation of the Business Combination (as defined below) (the “Deferred
Discount”); and


 


WHEREAS,
the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee
shall hold the Property.


 


NOW
THEREFORE, IT IS AGREED:


 


1. Agreements
and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a)
Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established
by the Trustee at JP Morgan Chase Bank, N.A. and at a brokerage institution selected by the Trustee that is reasonably satisfactory
to the Company;


 


(b)
Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c)
In a timely manner, upon the written instruction of the Company, invest and reinvest the Property in United States government
securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 180
days or less, or in money market funds meeting the conditions of paragraphs (c)(2), (c)(3), (c)(4) and (c)(5) of Rule 2a-7 promulgated
under the Investment Company Act of 1940, as amended, which invest only in direct U.S. government treasury obligations, as determined
by the Company; it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting the
Company’s instructions hereunder;


 


(d)
Collect and receive, when due, all interest or other income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 






    	 



    	 



    

 


(e)
Promptly notify the Company and UBS Securities LLC of all communications received by the Trustee with respect to any Property
requiring action by the Company;


 


(f)
Supply any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with
the Company’s preparation of the tax returns relating to assets held in the Trust Account;


 


(g)
Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when
instructed by the Company to do so;


 


(h)
Render to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts
and disbursements of the Trust Account;


 


(i)
Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms
of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached
hereto as either Exhibit A or Exhibit B signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer
or Chairman of the board of directors (the “Board”) or other authorized officer of the Company, and
complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest (which interest
shall be net of any taxes payable and less up to $50,000 of interest that may be released to the Company to pay dissolution expenses),
only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is 24 months
after the closing of the Offering, if a Termination Letter has not been received by the Trustee prior to such date, in which case
the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit
B and the Property in the Trust Account, including interest (which interest shall be net of any taxes payable and less up to $50,000
of interest that may be released to the Company to pay dissolution expenses), shall be distributed to the Public Stockholders
of record as of such date; provided, however, that in the event the Trustee receives a Termination Letter in a form substantially
similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination Letter
by the date which is 24 months after the closing of this Offering, the Trustee shall keep the Trust Account open until twelve
(12) months following the date the Property has been distributed to the Public Stockholders;


 


(j)
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit C (a “Withdrawal Instruction”), withdraw from the Trust Account and distribute to the Company
the amount of interest earned on the Property requested by the Company to cover any tax obligation owed by the Company as a result
of assets of the Company or interest or other income earned on the Property or for working capital purposes, which amount shall
be delivered directly to the Company by electronic funds transfer or other method of prompt payment, and the Company shall forward
such payment to the relevant taxing authority; provided, however, that to the extent there is not sufficient
cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account as shall
be designated by the Company in writing to make such distribution; so long as there is no reduction in the principal amount initially
deposited in the Trust Account; provided, however, that if the tax to be paid is a franchise tax, the
written request by the Company to make such distribution shall be accompanied by a copy of the franchise tax bill from the State
of Delaware for the Company and a written statement from the principal financial officer of the Company setting forth the actual
amount payable (it being acknowledged and agreed that any such amount in excess of interest income earned on the Property shall
not be payable from the Trust Account). The written request of the Company referenced above shall constitute presumptive evidence
that the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said request;


 


(k)
Not make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i) or (j) above; and


 


(l)
Within four (4) business days after the Underwriters exercise the over-allotment option (or any unexercised portion thereof) or
such over-allotment expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount, which
shall in no event be less than $6,300,000.


 






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2. Agreements
and Covenants of the Company. The Company hereby agrees and covenants to:


 


(a)
Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, President, Chief
Executive Officer or Chief Financial Officer. In addition, except with respect to its duties under Sections 1(i) and 1(j) hereof,
the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction
which it, in good faith and with reasonable care, believes to be given by any one of the persons authorized above to give written
instructions, provided that the Company shall promptly confirm such instructions in writing;


 


(b)
Subject to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including
reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder
and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection
with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder,
or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross
negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement
of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b),
it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”).
The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided that
the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably
withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such
consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel;


 


(c)
Pay the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction
processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the
Property shall not be used to pay such fees unless and until it is distributed to the Company pursuant to Sections 1(i) through 1(j) hereof.
The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the
Offering. The Trustee shall refund to the Company the monthly fee (on a pro rata basis) with respect to any period after the liquidation
of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in
this Section 2(c) and as may be provided in Section 2(b) hereof;


 


(d)
In connection with any vote of the Company’s stockholders regarding a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination involving the Company and one or more businesses (a “Business
Combination”), provide to the Trustee an affidavit or certificate of the inspector of elections for the stockholder
meeting verifying the vote of such stockholders regarding such Business Combination;


 


(e)
Provide UBS Securities LLC with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee
with respect to any proposed withdrawal from the Trust Account promptly after it issues the same; and


 


(f)
Instruct the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the
Trustee to make any distributions that are not permitted under this Agreement.


 


3. Limitations
of Liability. The Trustee shall have no responsibility or liability to:


 


(a)
Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this
agreement and that which is expressly set forth herein;


 


(b)
Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability
to any party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 






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(c)
Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding
of any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as
provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident
thereto;


 


(d)
Refund any depreciation in principal of any Property;


 


(e)
Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless
provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the
Trustee;


 


(f)
The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or
omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful
misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion
or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument,
report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but
also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with
reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by
any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless
evidenced by a written instrument delivered to the Trustee, signed by the proper party or parties and, if the duties or rights
of the Trustee are affected, unless it shall give its prior written consent thereto;


 


(g)
Verify the accuracy of the information contained in the Registration Statement;


 


(h)
Provide any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as
contemplated by the Registration Statement;


 


(i)
File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic
written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned
on the Property;


 


(j)
Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by,
and activities relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company,
including, but not limited to, income tax obligations, except pursuant to Section 1(j) hereof; or


 


(k)
Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections
1(i) and 1(j) hereof.


 


4. Trust
Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account
that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including,
without limitation, under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such
Claim solely against the Company and its assets outside the Trust Account and not against the Property or any monies in the Trust
Account.


 


5. Termination.
This Agreement shall terminate as follows:


 


(a)
If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such
time that the Company notifies the Trustee that a successor trustee has been appointed and has agreed to become subject to the
terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but
not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall
terminate; provided, however, that in the event that the Company does not locate a successor trustee within
ninety (90) days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property
deposited with any court in the State of New York or with the United States District Court for the Southern District of New York
and upon such deposit, the Trustee shall be immune from any liability whatsoever; or


 






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(b)
At such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions
of Section 1(i) hereof (which section may not be amended under any circumstances) and distributed the Property in accordance with
the provisions of the Termination Letter, this Agreement shall terminate except with respect to Section 2(b).


 


6. Miscellaneous.


 


(a)
The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect
to funds transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information
relating to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason
to believe unauthorized persons may have obtained access to such confidential information, or of any change in its authorized
personnel. In executing funds transfers, the Trustee shall rely upon all information supplied to it by the Company, including,
account names, account numbers, and all other identifying information relating to a Beneficiary, Beneficiary’s bank or intermediary
bank. Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall
not be liable for any loss, liability or expense resulting from any error in the information or transmission of the funds.


 


(b)
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving
effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. This
Agreement may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together
shall constitute but one instrument.


 


(c)
This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof.
Except for Section 1(i) hereof (which may not be modified, amended or deleted without the affirmative vote of
sixty five percent (65%) of the then outstanding shares of Common Stock; provided that no such amendment will affect any Public
Stockholder who has otherwise indicated his election to redeem his shares of Common Stock in connection with a stockholder vote
sought to amend this Agreement, this Agreement or any provision hereof may only be changed, amended or modified (other than to
correct a typographical error) by a writing signed by each of the parties hereto.


 


(d)
The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State
of New York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING
TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


 


(e)
Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery
or by facsimile transmission:


 


if
to the Trustee, to:


Continental
Stock Transfer & Trust Company


17
Battery Place


New
York, New York 10004


Attn:
Steven G. Nelson or Frank Di Paolo


Fax
No.: (212) 509-5150


 


if
to the Company, to:


Hennessy
Capital Acquisition Corp. II


700
Louisiana Street, Suite 900


Houston,
Texas 77002


Attn: Daniel
J. Hennessy


Fax
No.: (312) 876-1956


 






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in
each case, with copies to:


Ellenoff
Grossman & Schole LLP


1345
Avenue of the Americas


New
York, New York 10105


Attn:
Stuart Neuhauser, Esq.


Fax
No.: (212) 370-7889


 


and


UBS
Securities LLC


299
Park Avenue


New
York, New York 10171


Attn:
Christopher Zaki


Fax
No.: (212) 821-2526


 


and


Skadden,
Arps, Slate, Meagher & Flom LLP


300
South Grand Avenue, Suite 3400


Los
Angeles, CA 90071


		Attn:	Gregg
                                         A. Noel
	 	 	Jonathan
                                         Ko






Fax
No.: (213) 621-5234


 


(f)
This Agreement may not be assigned by the Trustee without the prior consent of the Company.


 


(g)
Each of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter
into this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that
it shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any
funds in the Trust Account under any circumstance.


 


(h)
This Agreement is the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation,
negotiation and agreement of such parties and shall not be construed for or against any party hereto.


 


(i)
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts
shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic
transmission shall constitute valid and sufficient delivery thereof.


 


(j)
Each of the Company and the Trustee hereby acknowledges and agrees that UBS  Securities LLC on behalf of the Underwriters, is a third party
beneficiary of this Agreement.


 


(k)
Except as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other
person or entity.


 


[Signature
Page Follows]


 






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IN
WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	Continental
    Stock Transfer & Trust Company, as Trustee
	 	 	 
	 	By:	 
	 	 	Name:

        Title:



 


	 	Hennessy
    Capital Acquisition Corp. II
	 	 	 
	 	By:	 
	 	 	Name: Daniel
        J. Hennessy

        Title:
        Chief Executive Officer



 






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SCHEDULE
A


 


	Fee
    Item	 	Time
    and method of payment	 	Amount	 
	Initial
    set-up fee.	 	Initial
    closing of Offering by wire transfer.	 	$	1,500	 
	Trustee administration
    fee	 	Payable annually.
    First year fee payable, at initial closing of Offering by wire transfer, thereafter by wire transfer or check.	 	$	8,000	 
	Transaction processing
    fee for disbursements to Company under Sections 1(i) and 1(j)	 	Deduction by Trustee
    from accumulated income following disbursement made to Company under Section 1	 	$	250	 
	Paying Agent services
    as required pursuant to Section 1(i)	 	Billed to Company
    upon delivery of service pursuant to Section 1(i)	 	 	Prevailing
    rates	 


 






    	 



    	 



    

 


EXHIBIT
A


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


17
Battery Place


New
York, New York 10004


Attn:
Steven G. Nelson or Frank Di Paolo


 


	 	Re:	Trust
    Account No. __Termination Letter


 


Gentlemen:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Hennessy Capital Acquisition Corp. II (“Company”)
and Continental Stock Transfer & Trust Company (“Trustee”), dated as of ___________, 2015 (“Trust
Agreement”), this is to advise you that the Company has entered into an agreement with ____________ (“Target
Business”) to consummate a business combination with Target Business (“Business Combination”)
on or about[insert date]. The Company shall notify you at least forty-eight (48) hours in advance of the actual date of
the consummation of the Business Combination (“Consummation Date”). Capitalized terms used but not defined
herein shall have the meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust
Account on [insert date], and to transfer the proceeds into the trust checking account at JP Morgan Chase Bank, N.A.
to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer
to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the
funds are on deposit in the trust checking account at JP Morgan Chase Bank, N.A. awaiting distribution, the Company will not earn
any interest or dividends.


 


On
the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has
been consummated, or will be consummated concurrently with your transfer of funds to the accounts as directed by the Company
(the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief
Executive Officer, which verifies that the Business Combination has been approved by a vote of the
Company’s stockholders, if a vote is held and (b) joint written instruction signed by the Company and UBS  Securities
LLC with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount from the
Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the
funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance
with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated
by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you
as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company.
Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to
liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated.


 


In
the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have
not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written
instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust
Agreement on the business day immediately following the Consummation Date as set forth in the notice as soon thereafter as possible.


 


	 	Very
    truly yours,
	 	 
	 	Hennessy
    Capital Acquisition Corp. II
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


cc: UBS Securities LLC


 






    	 



    	 



    

 


EXHIBIT
B


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


17
Battery Place


New
York, New York 10004


Attn:
Steven G. Nelson or Frank Di Paolo


 


	 	Re:	Trust
    Account No. ___ Termination Letter


 


Gentlemen:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Hennessy Capital Acquisition Corp. (“Company”)
and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [●], 2015 (“Trust
Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target
Business (“Business Combination”) within the time frame specified in the Company’s Amended and
Restated Certificate of Incorporation, as described in the Company’s Prospectus relating to the Offering. Capitalized terms
used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account
on [●], 20 and to transfer the total proceeds into the trust checking account at JP Morgan Chase Bank, N.A. to await distribution
to the Public Stockholders. The Company has selected [●], 2017, as the record date for the purpose of determining the Public
Stockholders entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your
separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders in accordance
with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon the distribution
of all the funds, your obligations under the Trust Agreement shall be terminated.


 


	 	Very
    truly yours,
	 	 
	 	Hennessy
    Capital Acquisition Corp. II
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


cc:
UBS Securities LLC


 






    	 



    	 



    

 


EXHIBIT
C


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


17
Battery Place


New
York, New York 10004


Attn:
Cynthia Jordan, Vice President


 


	 	Re:	Trust
    Account No. __ Withdrawal Instruction


 


Gentlemen:


 


Pursuant
to Section 1(j) of the Investment Management Trust Agreement between Hennessy Capital Acquisition Corp. (“Company”)
and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [●], 2015 (“Trust
Agreement”), the Company hereby requests that you deliver to the Company $[●] of the interest income
earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth
in the Trust Agreement.


 


The
Company needs such funds [to pay for the tax obligations as set forth on the attached tax return or tax statement] [for working
capital purposes]. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via
wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at:


 


[WIRE
INSTRUCTION INFORMATION]


 


	 	Very
    truly yours,
	 	 
	 	Hennessy
    Capital Acquisition Corp. II
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


cc:
UBS Securities LLC