Exhibit 10.7


 


FORM
OF

INVESTOR RIGHTS AGREEMENT


 


THIS
INVESTOR RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of [_________], 2018 by and among
Hennessy Capital Acquisition Corp. III, a Delaware corporation (the “Company”), JFL-NRC-SES Partners, LLC,
a Delaware limited liability company (“JFL Seller”), and J.F. Lehman & Company, LLC (“JFLCo,”
and, together with JFL Seller and each of its respective Affiliates (as defined below), subsidiaries and managed funds and its
and their successors and assigns (other than the Company and its subsidiaries), collectively, “JFL”).


 


RECITALS


 


A.  WHEREAS,
the Company and JFL Seller have entered into that certain Purchase Agreement (as may be amended from time to time, the “Purchase
Agreement”), dated as of June 25, 2018, pursuant to which, on the Effective Date (as defined below), the Company will
purchase the outstanding membership interests of NRC Group Holdings, LLC, a Delaware limited liability company (the “NRC
Acquisition”);


 


B.  WHEREAS,
pursuant to the Purchase Agreement, JFL Seller will be entitled to receive, as partial consideration for the membership interests
of NRC Group Holdings, LLC purchased in the NRC Acquisition, a specified number of shares of the common stock, par value $0.0001
per share (the “Common Stock”) of the Company equal to the Purchase Price Common Stock (as defined in the Purchase
Agreement) (such shares to be issued upon closing of the NRC Acquisition being referred to hereafter as the “JFL Initial
Acquisition Shares”);


 


C.  WHEREAS,
pursuant to the Purchase Agreement, JFL Seller may also receive additional shares of Common Stock with respect to the Potential
Acquisition Earnout Amount (as defined in the Purchase Agreement) (such shares, together with all other shares of Common Stock
issued to JFL Seller pursuant to the Purchase Agreement after the closing of the NRC Acquisition being referred to hereafter as
the “JFL Post-Closing Acquisition Shares”);


 


D.  WHEREAS,
pursuant to the terms of the Purchase Agreement and related JFL Subscription Agreement dated of even date therewith, JFL may
acquire additional shares of Purchaser Common Stock and Preferred Shares (as defined in the Purchase Agreement) in accordance
with the terms of the JFL Subscription Agreement (such shares, including without limitation the shares of Common Stock issuable
upon conversion of the Preferred Shares, being referred to hereafter as the “JFL Subscription Shares” and,
together with the JFL Initial Acquisition Shares and the JFL Post-Closing Acquisition Shares, the “JFL Shares.”


 


D.  WHEREAS,
in connection with the NRC Acquisition and pursuant to Sections 6.01(g) and 6.02(r) of the Purchase Agreement, the Company and
JFL Seller desire to enter into this Agreement setting forth certain rights and obligations with respect to the nomination of
directors to the board of directors of the Company (the “Board”) and other matters relating to the Board from
and after the Effective Date.


 






    


    


    

 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
agree as follows:


 


1.  Definitions.
As used in this Agreement, the following terms shall have the meanings ascribed to them below:


 


(a)  “Affiliate”
means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under
common control with such Person.


 


(b)  “beneficially
own” shall have the meaning ascribed to such term under Rule 13d-3 of the Exchange Act.


 


(c)  “Bylaws”
means the Amended and Restated Bylaws of the Company, as may be amended from time to time.


 


(d)  “Certificate
of Incorporation” means the Second Amended and Restated Certificate of Incorporation of the Company, as may be amended
from time to time.


 


(e)  “DGCL”
means the General Corporation Law of the State of Delaware, as amended from time to time.


 


(f)  “Effective
Date” means the date the Company consummates the NRC Acquisition.


 


(g)  “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


(h)  “Person”
means a natural person or any legal, commercial or governmental entity, such as, but not limited to, a corporation, general partnership,
joint venture, limited partnership, limited liability company, limited liability partnership, trust, business association, group
acting in concert, or any person acting in a representative capacity.


 


(i)  “Total
Number of Directors” means the total number of directors constituting the Board.


 


2.  Board
Nominations.1


 


(a)  


 


(i)  Following
the Effective Date, JFLCo (on behalf of each JFL entity that owns JFL Shares or any other shares of capital stock of the Company)
shall have the right (but not the obligation) pursuant to this Section 2 to nominate to the Board at every meeting of the stockholders
of the Company in which directors are elected, including, without limitation, at every adjournment or postponement thereof, and
on any action approval by written consent of the stockholders of the Company relating to the election of directors, a number of
designees equal to at least: (i) a majority of the Total Number of Directors, so long as JFL collectively beneficially own 50%
or more of the shares of Common Stock; (ii) 50% of the Total Number of Directors, in the event that JFL collectively beneficially
own 40% or more, but less than 50%, of the shares of Common Stock; (iii) 40% of the Total Number of Directors, in the event
that JFL collectively beneficially own 30% or more, but less than 40%, of the shares of Common Stock; (iv) 30% of the Total
Number of Directors, in the event that JFL collectively beneficially own 15% or more, but less than 30%, of the shares of Common
Stock and (v) 20% of the Total Number of Directors, in the event that JFL collectively beneficially own 10% or more, but less
than 15%, of the shares of Common Stock (the “JFL Director” or “JFL Directors,” as the case
may be). For purposes of calculating the number of directors that JFLCo is entitled to designate pursuant to the immediately preceding
sentence, any fractional amounts shall automatically be rounded to the nearest whole number (e.g., one and three quarters (1-3/4)
directors shall equate to two (2) directors, one and one quarter (1-1/4) directors shall equate to one (1) director, or one and
one-half (1-1/2) directors shall equate to two (2) directors) and any such calculations shall be made after taking into account
any increase in the Total Number of Directors.


 


 





 






1
Note to Draft: Subject to Annex I of the Purchase Agreement.


 






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(ii)  Subject
to the Federal Securities Laws and applicable national stock exchange requirements on which the Company’s Common Stock may
then be listed, at least one JFL Director shall be entitled to serve on each standing or ad hoc committee of the Board, and the
Board shall not create any new committees without the consent of at least one JFL Director.


 


(iii)  For
the avoidance of doubt, as of the Effective Date, each of Glenn M. Shor, C. Alexander Harman and James R. Baumgardner shall be
a JFL Director under the terms of this Agreement.


 


(b)  In
the event that the number of JFL Directors serving on the Board is less than the total number of JFL Directors that JFLCo shall
be entitled to nominate pursuant to Section 2(a)(i), then JFLCo shall have the right, at any time, to nominate such additional
nominee(s) to which JFLCo is entitled, in which case, the Board shall take all necessary corporate action (including as required
by Section 2(c) below) to (i) increase the size of the Board as required to enable JFLCo to so nominate such additional
nominee(s) and (ii) designate such additional nominee(s) to fill such newly created vacancies.


 


(c)  So
long as this Agreement remains in effect, in addition to any requirement of the Company’s Certificate of Incorporation,
Bylaws or the DGCL, the size of the Board shall not be increased without affirmative vote of at least one JFL Director.


 


(d)  The
following procedures shall be followed with respect to the nomination of JFL Directors pursuant to Section 2(a) and
any vacancy created by the death, resignation, retirement, disqualification or removal of any JFL Director:


 


(i)  For
purposes of whether JFLCo has a right to nominate a JFL Director pursuant to Section 2(a)(i), JFL’s beneficial ownership
of the outstanding Common Stock will be measured as of the record date for such meeting or written consent.


 






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(ii)  Vacancies
arising through the death, resignation retirement, disqualification or removal of any JFL Director may be filled by the Board
only with a director nominee selected by JFLCo, and the JFL Director so chosen shall hold office until the next election and until
his or her successor is duly elected and qualified, or until his or her earlier death, resignation, retirement, disqualification
or removal.


 


(iii)  So
long as JFLCo is entitled to nominate any directors pursuant to Section 2(a)(i) hereof, the Company shall notify JFL Seller in
writing of the date on which proxy materials are expected to be mailed by the Company in connection with an election of directors
at an annual or special meeting of the shareholders (and the Company shall deliver such notice at least 60 days (or such shorter
period to which JFL Seller consents in writing) prior to such expected mailing date or such earlier date as may be specified by
the Company reasonably in advance of such earlier delivery date on the basis that such earlier delivery is necessary so as to
ensure that such nominee may be included in such proxy materials at the time such proxy materials are mailed). The Company shall
provide JFL Seller with a reasonable opportunity to review and provide comments on any portion of the proxy materials relating
to the JFL Director or the rights and obligations provided under this Agreement and to discuss any such comments with the Company.
The Company shall notify JFL Seller of any opposition to a JFL Director sufficiently in advance of the date on which such proxy
materials are to be mailed by the Company in connection with such election of directors so as to enable JFL Seller to propose
a replacement JFL Director, if necessary, in accordance with the terms of this Agreement, and JFL Seller shall have 10 business
days to designate another nominee.


 


(iv)  No
later than the latest date specified in or permitted by the Company’s Bylaws for stockholder director nominations for that
year’s annual meeting of stockholders, JFL Seller shall provide the Board with JFL Seller’s nominee(s), as the case
may be, for JFL Director(s), along with any other information reasonably requested by the Board to evaluate the suitability of
such candidate(s) for directorship; provided, that in no event shall JFL Seller be required to provide any such notice
of its nominees with respect to any JFL Director that is then currently serving on the Board and that has not provided notice
in writing to the Company of his or her decision not to stand for re-election at that year’s annual meeting; provided,
further, in no event will the failure to so timely nominate any JFL Director in accordance with the terms of this Section
2(d)(iv) or the Company’s Bylaws impair, restrict or limit the rights of JFL under this Agreement or the Company’s
obligation to nominate such directors at any meeting of stockholders or written consent related to the election of directors.
With respect to any JFLCo nominee, JFLCo shall use its reasonable best efforts to ensure that any such nominee substantially satisfies
all reasonable stated criteria and guidelines for director nominees of the Company (it being understood and agreed that each of
the JFL Directors on the Effective Date meet such criteria) and in compliance with applicable Federal Securities Laws and applicable
national stock exchange requirements on which the Company’s Common Stock may then be listed. The Company shall be entitled
to rely on any written direction from JFLCo regarding nominee(s) on behalf of JFL pursuant to this Agreement without further action
by the Company.


 






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(v)  The
Board (or any authorized committee thereof) shall use all commercially reasonable efforts to the fullest extent of the DGCL and
other applicable law to nominate and include in the slate of nominees recommended by the Board for election at any meeting of
stockholders called for the purpose of electing directors the persons designated pursuant to this Section 2 and to nominate
and recommend each such individual to be elected as a JFL Director as provided herein, and to solicit proxies or consents in favor
thereof.


 


(e)  Notwithstanding
anything to the contrary in this Agreement and without any further action by the Company, JFL Seller’s right to nominate
any person to the Board shall automatically terminate, and be of no further force and effect, on the date that JFL collectively
beneficially own less than 10% of the Common Stock; provided that a reduction in the percentage of total voting power of
the Common Stock beneficially owned by JFL shall not shorten the term of any incumbent director. Notwithstanding the foregoing,
the Board may nominate an individual who previously served as JFL Director or any other Person associated or affiliated with JFL
for election or re-election to the Board at any time.


 


(f)  Each
of the JFL Directors, upon appointment or election to the Board, will be governed by the same protections and obligations as all
other directors of the Company, including, without limitation, protections and obligations regarding customary liability insurance
for directors and officers, confidentiality, conflicts of interests, fiduciary duties, trading and disclosure policies, director
evaluation process, director code of ethics, director share ownership guidelines, stock trading and pre-approval policies, and
other governance matters. The Company agrees that it shall enter into an indemnification agreement with each JFL Director as of
the Effective Date in the same form as indemnification agreements entered into with each of the other members of the Board, and
shall enter into substantially similar indemnification agreements whenever a new JFL Director becomes a member of the Board. The
Company shall at all times maintain paid and in effect directors and officers liability insurance policy coverage on terms commercially
reasonable and consistent with other similarly situated public companies which expressly cover all JFL Directors.


 


(g)  So
long as this Agreement shall remain in effect, subject to applicable legal requirements, the Bylaws and the Certificate of Incorporation
shall accommodate and be subject to and not in any respect conflict with the rights and obligations set forth herein.


 


3.  Miscellaneous.


 


(a)  Successors
and Assigns. Any assignment of this Agreement or any of the rights or obligations under this Agreement by either of the parties
hereto (whether by operation of law or otherwise) shall be void, invalid and of no effect without the prior written consent of
the other party; provided, however, that the rights under this Agreement may be assigned by JFL Seller and JFLCo
to one or more member(s) of JFL so long as the assignee(s) agree in writing to be bound by the terms and conditions of this Agreement.
The terms and conditions of this Agreement inure to the benefit of and are binding upon the respective successors and permitted
assignees of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties
hereto or their respective successors and permitted assignees any rights, remedies, obligations or liabilities under or by reason
of this Agreement, except as expressly provided herein.


 






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(b)  Termination.
This Agreement shall terminate at such time as JFLCo or any assignee of JFLCo, as permitted under Section 3(a) hereof,
no longer has the authority to nominate a director to the Board of the Company pursuant to Section 2. Upon such termination,
no party shall have any further obligations or liabilities hereunder; provided that such termination shall not relieve
any party from liability for any breach of this Agreement prior to such termination.


 


(c)  Governing
Law. This Agreement and any controversy arising out of or relating to this Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware as to matters within the scope thereof, and as to all other matters shall be
governed by and construed in accordance with the internal laws of Delaware, without regard to conflict of law principles that
would result in the application of any law other than the law of the State of Delaware.


 


(d)  Counterparts;
Electronic Transmission. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. This Agreement may also be executed and delivered by portable
document format (pdf) and in two or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.


 


(e)  Headings.
The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting
this Agreement.


 


(f)  Notices.
All notices, requests, demands, and other communications hereunder shall be in writing (which shall include communications by
e-mail) and shall be delivered (a) in person or by courier or overnight service, or (b) by e-mail with a copy delivered
as provided in clause (a), as follows:


 


If
to the Company:


 


NRC
Group Holdings Corp. (f/k/a Hennessy Capital Acquisition Corp. III)

3500 Sunrise Highway, Suite 200, Building 200

Great River, New York 11739

Attention: Christian Swinbank, Chief Executive Officer

E-mail: cswinbank@sprintenergy.com


 


If
to JFL Seller or JFLCo:


 


JFL-NRC-SES
Partners, LLC

c/o J.F. Lehman & Company

110 East 59th Street, 27th Floor

New York, New York 10022

Attention: C. Alexander Harman, Glenn M. Shor and David L. Rattner

Email: cah@jflpartners.com, gms@jflpartners.com, and dlr@jflpartners.com


 






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(g)  Amendments
and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either
generally or in a particular instance, and either retroactively or prospectively) only with the written consent of both parties.
No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed
to be or construed as a further or continuing waiver of any such term, condition, or provision.


 


(h)  Severability.
In case any one or more of the provisions contained in this Agreement is for any reason held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and such
invalid, illegal, or unenforceable provision shall be reformed and construed so that it will be valid, legal, and enforceable
to the maximum extent permitted by law.


 


(i)  Entire
Agreement. This Agreement (including any Schedules and Exhibits hereto) constitutes the full and entire understanding and
agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the
subject matter hereof existing between the parties is expressly canceled.


 






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


 





	 	Hennessy
    Capital Acquisition Corp. III
	 	 	 
	 	By:	
	 	Name:	[●]
	 	Title:	[●]
	 	 	 
	 	JFL-NRC-SES PARTNERS, LLC
	 	 	 
	 	By:	
	 	Name:	[●]
	 	Title:	[●]
	 	 	 
	 	J.F. LEHMAN & COMPANY, LLC
	 	 	 
	 	By:	
	 	Name:	[●]
	 	Title:	[●]




 


[Signature Page to Investor Rights Agreement]