Exhibit 10.8


 


Hennessy
Capital Acquisition Corp. II

700 Louisiana Street, Suite 900


Houston,
Texas 77002


 


[_____], 2015


 


Hennessy
Capital LLC

700 Louisiana Street


Suite 900


Houston,
Texas 77002


 


Re: Administrative Services Agreement


 


Gentlemen:


 


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 Company shall pay Hennessy Capital the sum of $10,000 per month on the Listing
Date and continuing monthly thereafter and will be entitled to be reimbursed for any out-of-pocket expenses until the Termination
Date.


 


Hennessy
Capital hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind (each, a “Claim”)
in or to, and any and all right to seek payment of any amounts due to it out of, the trust account established for the benefit
of the public shareholders of the Company and into which substantially all of the proceeds of the Company’s initial public
offering will be deposited (the “Trust Account”), and hereby irrevocably waives any Claim it may have in the
future as a result of, or arising out of, this agreement, which Claim would reduce, encumber or otherwise adversely affect the
Trust Account or any monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment
or satisfaction of any Claim against the Trust Account or any monies or other assets in the Trust Account for any reason whatsoever.


 


This
letter agreement constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and
supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent
they relate in any way to the subject matter hereof or the transactions contemplated hereby.


 


This
letter agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed
by all parties hereto.


 






    	 



    	 



    

 


No
party hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior
written approval of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and
shall not operate to transfer or assign any interest or title to the purported assignee.


 


This
letter agreement, the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract,
tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the
State of New York, without giving effect to its choice of laws principles.


 


[Signature
page follows]


 



    	2



    	 



    

   


	 	Very
    truly yours,
	 	 
	 	HENNESSY
     CAPITAL ACQUISITION CORP. II
	 	 	 
	 	By:	 
	 	 	Name:
    Daniel J. Hennessy
	 	 	Title:  
    Chief
    Executive Officer


 


AGREED TO
AND ACCEPTED BY:


 


HENNESSY
CAPITAL LLC


 


	By:  	 
     	 
	 	Name: Daniel J.
    Hennessy	 
	 	Title:  
    Managing Member	 


 


[Signature
Page to Administrative Services Agreement]


 


 


3