Exhibit 10.2


 


SUBSCRIPTION
AGREEMENT


 


This
SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into as of June 25, 2018, among Hennessy Capital Acquisition
Corp. III, a Delaware corporation (the “Company”), Hennessy Capital Partners III LLC, a Delaware limited liability
company (“HCP”), and J.F. Lehman & Company, LLC, a Delaware limited liability company (“JFL”).


 


WHEREAS,
concurrently with the execution of this Agreement, the Company and JFL-NRC-SES Partners, LLC, a Delaware limited liability company
(the “Seller”), are entering into a Purchase Agreement, dated as of the date hereof (as may be amended or supplemented
from time to time, the “Purchase Agreement”), pursuant to which the Seller will sell to the Company, and the
Company will acquire from the Seller, all of the issued and outstanding membership interests of NRC Group Holdings, LLC, a Delaware
limited liability company (“NRC”), on the terms and subject to the conditions set forth therein (the “Acquisition”,
and the consummation of the Acquisition in accordance with the Purchase Agreement, the “Acquisition Closing”);
and


 


WHEREAS,
capitalized terms used and not otherwise defined herein are defined in the Purchase Agreement and shall have the meanings given
to such terms in the Purchase Agreement.


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration,
the parties hereto agree as follows:


 


1. Subscription.
At any time prior to the close of business on the date that is ten Business Days prior to the scheduled Acquisition Closing date,
JFL or one or more of its affiliated investment funds may, by written notice to the Company and HCP, elect to:


 


(a) subscribe
for and purchase from the Company 300,000 shares of the Company’s 7.00% Series A Convertible Cumulative Preferred Stock,
par value $0.0001 per share (the “Preferred Shares”), for a per share price of $97.00; and


 


(b) (i)
subscribe for and purchase from the Company 1,951,220 shares of the Company’s common stock, par value $0.0001 per share
(the “Common Shares”), for a per share price of $10.25 (the “Base Per-Share Price”) and
(ii) acquire from HCP the applicable HCP Transfer Shares for no additional consideration. “HCP Transfer Shares”
means the number of shares as necessary for the Net Per-Share Price to equal $9.75. The “Net Per-Share Price”
means the Common Shares multiplied by the Base Per-Share Price and divided by the sum of the Common Shares and the HCP Transfer
Shares.


 


If
JFL or any of its affiliates elects to subscribe for the Preferred Shares and Common Shares pursuant to this Section 1,
the parties hereto will execute definitive agreements on terms and conditions that are consistent with this Agreement and that
are otherwise no less favorable to JFL than any agreements entered into by the Company or Sponsor in respect of the Preferred
Offering and the Common Offering.


 






     


     


    

 


2. Registration
Rights.


 


(a) At
the Acquisition Closing, the Company and JFL, or one or more of its affiliated investment funds, shall enter into a Registration
Rights Agreement (the “Registration Rights Agreement”), pursuant to which the Company will agree to (i) as
soon as reasonably practicable within sixty (60) days after the Acquisition Closing, but in no event later than ninety (90) days
following the Acquisition Closing, file a shelf registration statement to register the resale of the equity securities purchased
pursuant to this Agreement (including the Common Shares into which the Preferred Shares may be converted (the “Underlying
Common Shares”)) under the Securities Act of 1933, as amended (the “Securities Act”) and the rules
and regulations promulgated thereunder and applicable state securities laws, (ii) use its reasonable best efforts to cause such
registration statement (the “Registration Statement”) to become effective as promptly thereafter as practicable,
but in any event not later than one hundred eighty (180) days after the Acquisition Closing if the Company receives comments to
the Registration Statement from the staff of the U.S. Securities and Exchange Commission (“SEC Comments”) or
one hundred twenty (120) days after the Acquisition Closing if the Company does not receive SEC Comments and (iii) provide JFL,
or one or more of its affiliated investment funds, and certain other investors in the Company’s equity securities with customary
demand rights and piggyback registration rights. The Registration Rights Agreement shall also include such additional terms and
conditions as are customary and reasonably satisfactory to the Company and JFL, or one or more of its affiliated investment funds.


 


(b) None
of the equity securities purchased pursuant to this Agreement (including the Underlying Common Shares) may be directly or indirectly
transferred, disposed of or otherwise monetized in any manner whatsoever, except pursuant to a registration statement or in a
transaction that is exempt from the registration requirements of the Securities Act and applicable state securities laws.


 


3. Representations
and Warranties. Each party hereto hereby represents and warrants to the other parties as follows:


 


(a) Such
party has all necessary power and authority to execute and deliver this Agreement and to consummate the transactions contemplated
hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by such Party
have been duly authorized by all necessary actions on the part of such Party. This Agreement, assuming due authorization, execution
and delivery hereof by other parties hereto, constitutes a legal, valid and binding obligation of such party enforceable against
such party in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights, and
to general equitable principles).


 


(b) No
filing with, or notification to, any Governmental Authority and no consent, approval, authorization or permit of any other person
is necessary for the execution of this Agreement by such party and the consummation by such party of the transactions contemplated
hereby.


 


(c) None
of the execution and delivery of this Agreement by such party, the consummation by such party of the transactions contemplated
hereby or compliance by such party with any of the provisions hereof shall (i) conflict with or result in any breach of the organizational
documents of such party, (ii) result in, or give rise to, a violation or breach of or a default under any of the terms of any
material contract, understanding, agreement or other instrument or obligation to which such party is a party or by which such
party or any of its assets may be bound or (iii) violate any applicable order, writ, injunction, decree, law, statute, rule or
regulation of any Governmental Authority, except for any of the foregoing as would not reasonably be expected to impair such party’s
ability to perform its obligations under this Agreement in any material respect.


 






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4. Termination.
This Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder
shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of (a) such
date and time as the Purchase Agreement is terminated in accordance with its terms, (b) upon the mutual written agreement
of each of the parties hereto to terminate this Agreement or (c) the Termination Date; provided, that nothing herein
shall relieve any party from liability for any willful breach hereof prior to the time of termination, and each party shall be
entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from such breach.


 


5. Notices.
All notices or other communications, including service of process, required or permitted hereunder shall be in writing and shall
be deemed given or delivered and received on the earliest of (a) the day when delivered, if delivered personally, (b) one Business
Day after deposit with a nationally-recognized courier or overnight service such as Federal Express (or upon any earlier receipt
confirmed in writing by such service), (c) five Business Days after mailing via U.S. certified mail, return receipt requested,
or (d) the date sent, with no mail undeliverable or other rejection notice, if sent by email, in each case addressed as follows:


 


If
to the Company or HCP, to:


 


Hennessy
Capital Acquisition Corp. III

3485 North Pines Way,

Suite 110

Wilson, Wyoming 83014

Attention: Daniel J. Hennessy and Kevin Charlton

Email: dhennessy@hennessycapllc.com and kcharlton@hennessycapllc.com


 


with
a copy (which shall not constitute notice) to:


 


Sidley
Austin LLP

One South Dearborn

Chicago, Illinois 60603

Attention: Jeffrey N. Smith and Dirk W. Andringa

Email: jnsmith@sidley.com and dandringa@sidley.com


 


and
to:


 


Ellenoff
Grossman & Schole LLP

1345 Avenue of the Americas, 11th Floor

New York, New York 10105

Attention: Stuart Neuhauser and Joshua N. Englard

Email: neuhauser@egsllp.com and jenglard@egsllp.com


 






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If
to JFL:


 


J.F.
Lehman & Company, LLC

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


 


with
a copy (which shall not constitute notice) to:


 


Jones
Day

2727 North Harwood Street

Dallas, Texas 75201

Attention: Alain Dermarkar and Giles Elliott

Email: adermarkar@jonesday.com and gpelliott@jonesday.com


 


and
to such other address or addressee as any such Party has specified by prior written notice to the other Party in accordance with
this Section 5


 


6. Miscellaneous.


 


(a) No
party hereto may assign its rights or obligations hereunder without the express written consent of the other parties hereto, provided,
however, that JFL may assign all or a portion of its rights hereto to any investment affiliates of JFL.


 


(b) This
Agreement may not be modified, waived or terminated except by an instrument in writing, signed by the party against whom enforcement
of such modification, waiver, or termination is sought.


 


(c) This
Agreement constitutes the entire agreement and supersedes all other prior agreements, understandings, representations and warranties,
both written and oral, among the parties, with respect to the subject matter hereof.


 


(d) Except
as otherwise provided herein, this Agreement shall be binding upon, and inure to the benefit of the parties hereto and their heirs,
executors, administrators, successors, legal representatives and permitted assigns, and the agreements, representations, warranties,
covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators,
successors, legal representatives and permitted assigns.


 


(e) If
any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining
provisions of this Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect.


 


(f) This
Agreement may be executed in two or more counterparts (including by electronic means), all of which shall be considered one and
the same agreement and shall become effective when signed by each of the parties and delivered to the other parties, it being
understood that all parties need not sign the same counterpart.


 






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(g) This
Agreement and any claim or cause of action hereunder based upon, arising out of or related to this Agreement (whether based on
law, in equity, in contract, in tort or any other theory) or the negotiation, execution, performance or enforcement of this Agreement,
shall be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to the principles
of conflicts of law thereof.


 


(h) THE
PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE Court of Chancery of the State of Delaware, Delaware state
court and the United States District Court for the District of Delaware SOLELY IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT
OF THE PROVISIONS OF THIS AGREEMENT AND THE DOCUMENTS REFERRED TO IN THIS AGREEMENT AND IN RESPECT OF THE TRANSACTIONS CONTEMPLATED
HEREBY, AND HEREBY WAIVE, AND AGREE NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR INTERPRETATION OR ENFORCEMENT
HEREOF OR ANY SUCH DOCUMENT THAT IS NOT SUBJECT THERETO OR THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE
IN SAID COURTS OR THAT VENUE THEREOF MAY NOT BE APPROPRIATE OR THAT THIS AGREEMENT OR ANY SUCH DOCUMENT MAY NOT BE ENFORCED IN
OR BY SUCH COURTS, AND THE PARTIES HERETO IRREVOCABLY AGREE THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION, SUIT OR PROCEEDING SHALL
BE HEARD AND DETERMINED BY SUCH A DELAWARE STATE OR FEDERAL COURT. THE PARTIES HEREBY CONSENT TO AND GRANT ANY SUCH COURT JURISDICTION
OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTER OF SUCH DISPUTE AND AGREE THAT MAILING OF PROCESS OR OTHER PAPERS
IN CONNECTION WITH SUCH ACTION, SUIT OR PROCEEDING IN THE MANNER PROVIDED IN SECTION 5 OR IN SUCH OTHER MANNER AS MAY BE
PERMITTED BY LAW SHALL BE VALID AND SUFFICIENT SERVICE THEREOF. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH
MAY ARISE UNDER THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES,
AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER; (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THE FOREGOING WAIVER; (III) SUCH PARTY MAKES
THE FOREGOING WAIVER VOLUNTARILY AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS,
THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 6(h).


 



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


 





	 	HENNESSY CAPITAL ACQUISITION CORP. III
	 	 	 
	 	By:	/s/
    Daniel J. Hennessy
	 	Name:	Daniel
    J. Hennessy
	 	Title:	Chairman
    of the Board and
	 	 	Chief
Executive Officer
	 	 	 
	 	HENNESSY
    CAPITAL PARTNERS III LLC
		a
Delaware limited liability company
	 	By:
    Hennessy Capital LLC, its managing member
	 	 	 
	 	By:	/s/
    Daniel J. Hennessy
	 	Name:	Daniel
    J. Hennessy
	 	Title:	Managing
    Member
	 	 	 
	 	J.F.
    LEHMAN & COMPANY, LLC
	 	 	 
	 	By:	/s/
    C. Alexander Harman
	 	Name:	C.
    Alexander Harman
	 	Title:	Managing
    Member




 


 


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