Exhibit
10.2


 


__________,
2015


 


Hennessy
Capital Acquisition Corp. II


700
Louisiana Street, Suite 900


Houston,
Texas 77002


 


	Re:	Initial
    Public Offering


 


Gentlemen:


 


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 Company with the Securities and Exchange Commission (the “Commission”)
and the Company shall apply to have the Units listed on the Nasdaq Capital Market. Certain capitalized terms used herein are defined
in paragraph 11 hereof.


 


In
order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Hennessy Capital
Partners II LLC (the “Sponsor”) and the undersigned individuals, each of whom is a director, officer
or advisor to the Company (each, an “Insider” and collectively, the “Insiders”),
hereby agrees with the Company as follows:


 


1.
The Sponsor and each Insider agrees that if the Company seeks stockholder approval of a proposed Business Combination, then in
connection with such proposed Business Combination, it, he or she shall (i) vote any shares of Common Stock owned by it, him or
her in favor of such proposed Business Combination and (ii) not redeem any shares of Common Stock owned by it, him or her in connection
with such stockholder approval.


 


2.
The Sponsor and each Insider agrees that in the event that the Company fails to consummate a Business Combination (as defined
in the Underwriting Agreement) within 24 months from the date of the closing of the Public Offering, or such later period approved
by the Company’s stockholders in accordance with the Company’s amended and restated certificate of incorporation,
the Sponsor and Insiders shall take all reasonable steps to cause the Company to (i) cease all operations except for the
purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, subject to
lawfully available funds therefor, redeem 100% of the Common Stock sold as part of the Units in the Public Offering (the “Offering
Shares”), at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account,
including interest (which interest shall be net of taxes payable and working capital released to the Company and less up to $50,000
of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely
extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions,
if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the
approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject
in each case to the Company’s obligations under Delaware law to provide for claims of creditors and other requirements of
applicable law. The Sponsor and each Insider agree not to propose any amendment to the Company’s amended and restated certificate
of incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of the Offering Shares
if the Company does not complete a Business Combination within 24 months from the closing of the Public Offering, unless the Company
provides its public stockholders with the opportunity to redeem their shares of Common Stock upon approval of any such amendment
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest (which
interest shall be net of taxes payable and working capital released to the Company), divided by the number of then outstanding
public shares.


 






    	 



    	 



    

 


The
Sponsor and each Insider acknowledges that it, he or she has no right, title, interest or claim of any kind in or to any monies
held in the Trust Account or any other asset of the Company as a result of any liquidation of the Company with respect to the
Founder Shares. The Sponsor and each Insider further waives, with respect to any shares of the Common Stock held by it, him or
her, if any, any redemption rights it, he or she may have in connection with the consummation of a Business Combination, including,
without limitation, any such rights available in the context of a stockholder vote to approve such Business Combination or in
the context of a tender offer made by the Company to purchase shares of the Common Stock (although the Sponsor and Insiders shall
be entitled to redemption and liquidation rights with respect to any shares of the Common Stock (other than the Founder Shares)
it or they hold if the Company fails to consummate a Business Combination within 24 months from the date of the closing of the
Public Offering.


 


3.
 Subject to the provisions set forth in paragraphs 7(a) and (b) below, during the period commencing on the effective
date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider shall not (i) sell,
offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree
to dispose of, directly or indirectly, file (or participate in the filing of) a registration statement with the Commission or
establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of
Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission
promulgated thereunder, with respect to any Units, shares of Common Stock, Warrants or any securities convertible into, or
exercisable, or exchangeable for, shares of Common Stock owned by it, if any, (ii) enter into any swap or other
arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Units,
shares of Common Stock, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common
Stock owned by it, if any, whether any such transaction is to be settled by delivery of such securities, in cash or
otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii). The
foregoing sentence shall not apply to the registration of the offer and sale of Units contemplated by the Underwriting
Agreement and the sale of the Units to the Underwriters. The Sponsor and each of the Insiders acknowledges and agrees that,
prior to the effective date of any release or waiver, of the restrictions set forth in this paragraph 3 or paragraph 7 below,
the Company shall announce the impending release or waiver by press release through a major news service at least two
business days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two
business days after the publication date of such press release. The provisions of this paragraph will not apply if
(i) the release or waiver is effected solely to permit a transfer of securities that is not for consideration and
(ii) the transferee has agreed in writing to be bound by the same terms described in this Letter Agreement to the extent
and for the duration that such terms remain in effect at the time of the transfer.


 


4.
 In the event of the liquidation of the Trust Account, Daniel J. Hennessy (the “Indemnitor”) agrees to
indemnify and hold harmless the Company against any and all loss, liability, claim, damage and expense whatsoever (including,
but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any
litigation, whether pending or threatened, or any claim whatsoever) to which the Company may become subject as a result of any
claim by (i) any third party for services rendered or products sold to the Company or (ii) a prospective target business
with which the Company has entered into an acquisition agreement (a “Target”); provided, however,
that such indemnification of the Company by the Indemnitor shall apply only to the extent necessary to ensure that such claims
by a third party for services rendered (other than the Company’s independent public accountants) or products sold to the
Company or a Target do not reduce the amount of funds in the Trust Account to below (i) $10.00 per share of the Offering
Shares or (ii) such lesser amount per share of the Offering Shares held in the Trust Account due to reductions in the value of
the trust assets as of the date of the liquidation of the Trust Account, in each case, net of the amount of interest earned on
the property in the Trust Account which may be withdrawn to pay taxes and for working capital purposes, except as to any claims
by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under
the Company’s indemnity of the Underwriters against certain liabilities, including liabilities under the Securities Act
of 1933, as amended. In the event that any such executed waiver is deemed to be unenforceable against such third party, the Indemnitor
shall not be responsible to the extent of any liability for such third party claim. The Indemnitor shall have the right to defend
against any such claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days following written
receipt of notice of the claim to the Indemnitor, the Indemnitor notify the Company in writing that it shall undertake such defense.


 






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5.
To the extent that the Underwriters do not exercise their over-allotment option to purchase an additional 2,625,000 Units within
45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees that it shall forfeit,
at no cost, a number of Founder Shares in the aggregate equal to 656,250 multiplied by a fraction, (i) the numerator of which
is 2,625,000 minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the
denominator of which is 2,625,000. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised
in full by the Underwriters so that the stockholders prior to the Public Offering will own an aggregate of 20.0% of the Company’s
issued and outstanding shares of Common Stock after the Public Offering. The Sponsor further agrees that to the extent that the
size of the Public Offering is increased or decreased, the Company will purchase or sell shares of Common Stock or effect a stock
dividend or share contribution back to capital, as applicable, immediately prior to the consummation of the Public offering in
such amount as to maintain the ownership of the stockholders prior to the Public Offering at 20.0% of its issued and outstanding
shares of Common Stock upon the consummation of the Public Offering. In connection with such increase or decrease in the size
of the Public Offering, then (A) the references to 2,625,000 in the numerator and denominator of the formula in the first
sentence of this paragraph shall be changed to a number equal to 15% of the number of shares included in the Units issued in the
Public Offering and (B) the reference to 656,250 in the formula set forth in the first sentence of this paragraph shall be
adjusted to such number of shares of the Common Stock that the Sponsor would have to return to the Company in order to hold (together
with all of the pre-Public Offering stockholders) an aggregate of 20.0% of the Company’s issued and outstanding shares after
the Public Offering.


 


6.   (a) The Sponsor and each Insider agrees not to participate in the formation of, or become an officer or director of, any
other blank check company until the Company has entered into a definitive agreement with respect to a Business Combination or
the Company has failed to complete a Business Combination within 24 months after the closing of the Public Offering.


 


(b)
The Sponsor and each Insider agrees and acknowledges that: (i) each of the Underwriters and the Company would be irreparably
injured in the event of a breach by such Sponsor or Insider of his, her or its obligations (as applicable) under paragraphs 1,
2, 3, 4, 5, 6(a), 7(a), 7(b), and 9 of this Letter Agreement (ii) monetary damages may not be an adequate remedy for such
breach and (iii) the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such
party may have in law or in equity, in the event of such breach.


 


7.   (a) The Sponsor and each Insider agrees that it, he or she shall not Transfer (as defined below) any Founder Shares until
the earlier of (i) one year after the completion of a Business Combination or earlier if, subsequent to a Business Combination,
(x) the last sale price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends,
reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least
150 days after a Business Combination or (y) the date following the completion of a Business Combination on which the Company
completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s stockholders
having the right to exchange their shares of Common Stock for cash, securities or other property (the “Founder Shares
Lock-up Period”).


 


(b)
The Sponsor and each Insider agrees that it, he or she shall not effectuate any Transfer of Private Placement Warrants or Common
Stock issued or issuable upon the exercise of the Private Placement Warrants, until 30 days after the completion of a Business
Combination (the “Private Placement Warrants Lock-up Period”, together with the Founder Shares Lock-up
Period, the “Lock-up Periods”).


 


(c)
Notwithstanding the provisions set forth in paragraphs 7(a) and (b), Transfers of the Founder Shares, Private Placement Warrants
and shares of Common Stock issued or issuable upon the exercise of the Private Placement Warrants are permitted to (a) to
the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors,
any members of the Sponsor or any affiliates of the Sponsor or any of its members; (b) in the case of an individual, by a
gift to a member of one of the members of the individual’s immediate family or to a trust, the beneficiary of which is a
member of one of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in
the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of
an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with
the consummation of a Business Combination at prices no greater than the price at which the securities were originally purchased;
(f) in the event of the Company’s liquidation prior to the completion of a Business Combination; or (g) by virtue of
the laws of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; provided, however,
that in the case of clauses (a) through (e), these permitted transferees must enter into a written agreement agreeing to
be bound by these transfer restrictions.


 






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8.
The Sponsor and each Insider represents and warrants that it, he or she has never been suspended or expelled from membership in
any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended
or revoked. Each Insider’s biographical information furnished to the Company is true and accurate in all respects and does
not omit any material information with respect to the undersigned’s background. Each Insider’s questionnaire furnished
to the Company is true and accurate in all respects. Each Insider represents and warrants that: the undersigned is not subject
to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain
from any act or practice relating to the offering of securities in any jurisdiction; the undersigned has never been convicted
of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds
of another person, or (iii) pertaining to any dealings in any securities and the undersigned is not currently a defendant
in any such criminal proceeding.


 


9.
Except as disclosed in the Prospectus, neither the Sponsor or any Insider nor any affiliate of the Sponsor or any Insider, nor
any director or officer of the Company, shall receive from the Company any finder’s fee, reimbursement, consulting fee,
monies in respect of any repayment of a loan or other compensation prior to, or in connection with any services rendered in order
to effectuate the consummation of a Business Combination (regardless of the type of transaction that it is), other than the following,
none of which will be made from the proceeds of the Public Offering held in the Trust Account prior to the completion of a Business
Combination: (a) repayment of a loan and advances of up to an aggregate of [$100,000] made to the Company by the Sponsor; (b) monthly
salary payments ($11,650 per month during the first 12 months following the consummation of the Public Offering and $8,300 per
month for a maximum of 12 additional months thereafter) and a $150,000 fee upon successful completion of a Business Combination
to the Company’s chief financial officer, for services provided to the Company; (c) payment to an affiliate of the Sponsor
for office space, utilities and secretarial support for a total of $10,000 per month; (d) reimbursement for any reasonable out-of-pocket
expenses related to identifying, investigating and consummating a Business Combination, and (e) repayment of loans, if any, and
on such terms as to be determined by the Company from time to time, made by the Sponsor or certain of the Company’s officers
and directors to finance transaction costs in connection with an intended Business Combination, provided, that, if the Company
does not consummate a Business Combination, a portion of the working capital held outside the Trust Account may be used by the
Company to repay such loaned amounts so long as no proceeds from the Trust Account are used for such repayment. Up to $1,000,000
of such loans may be convertible into warrants of the post Business Combination entity at a price of $0.50 per warrant at the
option of the lender. Such warrants would be identical to the Private Placement Warrants.


 


10.
The Sponsor and each Insider has full right and power, without violating any agreement to which it is bound (including, without
limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter
Agreement and, as applicable, to serve as a director on the board of directors of the Company and hereby consents to being named
in the prospectus as a director or director nominee of the Company.


 


11.
As used herein, (i) “Business Combination” shall mean a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar initial business combination, involving the Company and one or more businesses; (ii) “Founder
Shares” shall mean the 5,031,250 shares of the Common Stock of the Company initially acquired by the Sponsor and
Insiders for an aggregate purchase price of $25,000, or approximately $0.005 per share, prior to the consummation of the Public
Offering; (iii) “Private Placement Warrants “ shall mean the Warrants to purchase up to 13,900,000
shares of the Common Stock of the Company (or 15,160,000 shares of Common Stock if the over-allotment option is exercised in full)
that are acquired by the Sponsor for an aggregate purchase price of $6.95 million in the aggregate (or $7.58 million if the over-allotment
option is exercised in full), or $0.50 per Warrant, in a private placement that shall occur simultaneously with the consummation
of the Public Offering; (iv) “Public Stockholders” shall mean the holders of securities issued
in the Public Offering; (v) “Trust Account” shall mean the trust fund into which a portion of the
net proceeds of the Public Offering shall be deposited; and (vi) “Transfer” shall mean the (a) sale
of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of
or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with
respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry
into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership
of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public
announcement of any intention to effect any transaction specified in clause (a) or (b).


 






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12.
This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter
hereof 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 changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision,
except by a written instrument executed by all parties hereto.


 


13.
No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the
prior written consent 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 shall be binding
on the Sponsor and Insiders and their respective successors and permitted assigns. Any transfer made in contravention of this
Letter Agreement shall be null and void.


 


14.
This Letter 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.
The parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to,
this Letter Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably
submits to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waives any objection to
such exclusive jurisdiction and venue or that such courts represent an inconvenient forum.


 


15.
Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter 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 facsimile transmission.


 


16.
This Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation
of the Company; provided, however, that this Letter Agreement shall earlier terminate in the event that
the Public Offering is not consummated and closed within 24 months from the date of the closing of the Public Offering, provided
further that paragraph 4 of this Letter Agreement shall survive such liquidation.


 


[Signature
page follows]


 






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	 	Sincerely, 



HENNESSY CAPITAL PARTNERS II LLC



 By: Hennessy Capital LLC, its managing member



 


	 	By:	 
	 	 	
        Name: Daniel J. Hennessy

        

        Title:   Managing Member 






 
 	 	By:	 
	 	 	Kevin
    Charlton


 


	 	By:	 
	 	 	Charles
    B. Lowrey II


 


	 	By:	 
	 	 	Bradley
    Bell


 


	 	By:	 
	 	 	Peter
    Shea


 


	 	By:	 
	 	 	Richard
    Burns


 


	 	By:	 
	 	 	Thomas
    J. Sullivan
	 	 	 
	 	By:	 
	 	 	Nicholas
    Petruska


 






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	Acknowledged
        and Agreed:  

         

        

        HENNESSY
        CAPITAL ACQUISITION CORP. II
	 
	 	 	 
	By:	 	 
	 	Name:
Daniel J. Hennessy

        Title:
        Chief Executive Officer
	 


 


 


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