Exhibit 10.1


 


BACKSTOP AND SUBSCRIPTION AGREEMENT


 


This BACKSTOP AND SUBSCRIPTION AGREEMENT
(this “Subscription Agreement”) is entered into this 25th day of June, 2018, by and between Hennessy Capital
Acquisition Corp. III, a Delaware corporation (the “Issuer”), and Nomura Securities International, Inc., a corporation
formed under the laws of the State of New York (“Subscriber”).


 


WHEREAS, the Issuer has entered into that
certain Purchase Agreement, dated as of June 25, 2018 (as may be amended or supplemented from time to time, the “Purchase
Agreement”), by and between the Issuer and JFL-NRC-SES Partners, LLC, a Delaware limited liability company (“NRC
Seller”), pursuant to which NRC will sell to the Issuer, and the Issuer will acquire from NRC 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”);


 


WHEREAS, in connection with, and subject
to completion of, the closing of the Acquisition, Subscriber desires to subscribe for, and purchase from, the Issuer shares of
the Issuer’s 7.00 % Series A Convertible Cumulative Preferred Stock, par value $0.0001 per share, having terms substantially
consistent with those set forth in the form of certificate of designations attached as Exhibit A hereto (the “Certificate
of Designations” and, such shares, the “Preferred Shares”), for a cash purchase price of $100.00 per
Preferred Share, and the Issuer desires to issue and sell to Subscriber that number of Preferred Shares as set forth in Section
1 hereof in consideration of payment of the cash purchase price therefor by or on behalf of Subscriber to the Issuer on or
prior to the Closing (as defined below); and


 


WHEREAS, in connection with, and subject
to completion of, the Acquisition, Subscriber also desires to acquire, at any one time or from time to time, commencing on the
date hereof and through the Purchase Deadline (as defined below) and the Acquisition Closing (if required pursuant to Section
2(a)(iv) below), shares of the Issuer’s common stock, par value $0.0001 per share (the “Common Shares”),
for aggregate cash consideration of up to $25.0 million (the “Backstop Commitment”), in consideration of the
payment of the cash fees by or on behalf of the Issuer to Subscriber as set forth in Section 2(b) hereof.


 


NOW, THEREFORE, in consideration of the
foregoing and the mutual representations, warranties and covenants, and subject to the conditions, herein contained, and intending
to be legally bound hereby, the parties hereto hereby agree as follows:


 


1.       Preferred
Share Subscription.


 


(a)       Subject
to the terms and conditions hereof and the substantially concurrent Acquisition Closing, Subscriber hereby agrees to subscribe
for and purchase, and the Issuer hereby agrees to issue and sell to Subscriber, upon payment of the aggregate cash purchase price
of $75.0 million, 750,000 Preferred Shares (such subscription and issuance, the “Base Subscription”). In addition,
to the extent the Issuer is unable to enter into one or more backstop and/or subscription agreements with other “accredited
investor(s)” (as such term is defined in Rule 501 under the Securities Act of 1933, as amended (the “Securities
Act”)) with respect to the purchase, prior to or concurrent with the Acquisition Closing, of $25.0 million of additional
Preferred Shares and/or $25.0 million of Common Shares in the aggregate, the Issuer may deliver a written notice to Subscriber,
not less than two (2) business days prior to the scheduled Acquisition Closing date, setting forth the number of additional Preferred
Shares (not to exceed 250,000 Preferred Shares in the aggregate) (the “Additional Preferred Shares”) to be issued
and sold by the Issuer to Subscriber for a cash purchase price of $100.00 per Preferred Share, and Subscriber hereby agrees to
so subscribe for and purchase such number of Additional Preferred Shares in such circumstances. The subscription for, and issuance
of, any Additional Preferred Shares pursuant to the immediately preceding sentence (such subscription and issuance (if any), together
with the Base Subscription, the “Preferred Subscription”) shall be consummated concurrently with the Closing
of the Base Subscription. Notwithstanding the foregoing, and for the avoidance of doubt, if the Purchase Agreement is terminated
in accordance with its terms prior to the Acquisition Closing, then Subscriber’s obligations to proceed with the Preferred
Subscription under this Section 1(a) shall immediately terminate and be extinguished.


 






     

     


    

 


(b)       Notwithstanding
anything herein to the contrary, (i) Subscriber shall use its reasonable best efforts to exercise its right to the Preferred Subscription
by having one or more U.S. citizens (within the meaning of the Jones Act (as defined below)) (the “Direct Purchasers”),
prior to the Closing, enter into subscription agreements acceptable to the Issuer (with substantially similar closing conditions
and representations and warranties as those contained in this Subscription Agreement) with the Issuer for the direct purchase from
the Issuer of the Preferred Shares (the “Direct Subscription Agreements”) (such that Subscriber does not take
title to such Preferred Shares) for the Issuer at all times (including from and after the Closing) to the extent necessary to satisfy
the U.S. citizenship requirements set forth in the Jones Act, and otherwise to the extent necessary to comply with the Issuer’s
amended and restated certificate of incorporation (including the Certificate of Designations) and bylaws in effect as of the Acquisition
Closing, and (ii) if prior to the Closing an insufficient amount of Direct Subscription Agreements of the Preferred Subscription
as required by the immediately preceding clause (i) have been executed, then in lieu of purchasing the Preferred Shares pursuant
to the portion of the Preferred Subscription retained by the Subscriber, the Subscriber shall acquire such alternative securities
or other contractual obligations of the Issuer as the Issuer shall structure such that the Issuer at all times (including from
and after the Closing) to the extent required satisfies the U.S. citizenship requirements set forth in the Jones Act, provided
that such alternative securities or other contractual obligations have substantially similar economic terms as the Preferred Shares,
including economic terms based on a theoretical conversion into (or exercise for) Preferred Shares or Common Shares. For the avoidance
of doubt, any subsequent purchaser or transferee who acquires such alternative securities or other contractual obligations of the
Issuer from the Subscriber (as described in clause (ii) of the immediately preceding sentence), including from and after the Closing,
shall be entitled to convert (or exercise for) such alternative securities into Preferred Shares or Common Shares, to the extent
such conversion or exercise will permit the Issuer at all times (including from and after the Closing) to satisfy the U.S. citizenship
requirements set forth in the Jones Act and complies with the Issuer’s amended and restated certificate of incorporation
(including the Certificate of Designations) and bylaws in effect as of the Acquisition Closing. Neither Subscriber’s payment
obligations under this Subscription Agreement nor the aggregate amount of the Preferred Subscription shall at any time be reduced
or otherwise affected as a result of its purchase of any such alternative securities or contractual obligations in lieu of the
Preferred Shares contemplated by the immediately preceding clause (ii), and no Direct Subscription Agreements shall relieve Subscriber
of an obligation to effect such Preferred Subscription pursuant to the terms of this Subscription Agreement in the event any such
Direct Purchaser fails to so subscribe for and purchase Preferred Shares pursuant to the terms of any Direct Subscription Agreement
as contemplated by the immediately preceding clause (i). “Jones Act” means, collectively, the U.S. citizenship
and cabotage laws principally contained in 46 U.S.C. § 50501 and 46 U.S.C. Chapters 121 and 551 and any successor statutes
thereto, together with the rules and regulations promulgated thereunder by the U.S. Coast Guard and the U.S. Maritime Administration
enforcing, administering and interpreting such laws, statutes, rules and regulations, in each case as amended or supplemented from
time to time, relating to the ownership and operation of U.S.-flag vessels in the carriage or transport of merchandise and/or other
materials and/or passengers in the coastwise trade of the United States of America within the meaning of 46 U.S.C. Chapter 551
and any successor statutes thereto, as amended or supplemented from time to time.


 


2.       Common
Share Backstop and Subscription; Commitment Fees.


 


(a)(i)       Subscriber
covenants and agrees that until the earlier of the (A) closing date of the Acquisition or (B) Termination Date (as defined
in the Purchase Agreement), it shall not, and shall ensure that each of its Affiliates does not, Transfer any Common Shares. For
purposes hereof, “Affiliate” shall mean affiliate as such term is defined in Rule 12b-2 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), including, without limitation,
any entity for which Subscriber directly or indirectly serves as investment adviser or manager; and “Transfer”
shall mean any direct or indirect transfer, redemption, disposition or monetization in any manner whatsoever, including, without
limitation, through redemption election or any derivative transactions.


 


      (ii)       Subscriber
covenants and agrees that it shall, and shall cause each of its Affiliates to, (A) vote its Common Shares that it owns as
of the record date for the Special Meeting (as defined below) in favor of the Acquisition and the other proposals of the Issuer
set forth in its proxy statement (the “Proxy Statement”) to be filed with the Securities and Exchange Commission
(the “SEC”) in connection with a special meeting of Issuer stockholders (the “Special Meeting”)
to be held to approve, among other things, the Acquisition, and (B) not exercise its redemption rights with respect to any
Common Shares in connection with the Special Meeting.


 






    	 	2	 



     


    

 


(iii)       Commencing
on the date hereof and through the close of business on the third Trading Day (as defined below) prior to the Special Meeting (the
“Purchase Deadline”), Subscriber shall (provided it is lawful to do so and to the extent requested by the Issuer)
use reasonable best efforts to purchase Common Shares, at any one time or from time to time and in such amount or amounts as directed
by the Issuer, for an aggregate purchase price up to (but not exceeding) the Backstop Commitment. All such purchases under this
Section 2(a)(iii) shall be made by Subscriber via one or more open market purchases or in one or more privately negotiated
transactions with one or more third parties, including through forward contracts, provided that: (a) any such privately negotiated
transactions settle no later than, and are conditioned upon, the substantially concurrent Acquisition Closing, and (b) Subscriber
shall not be required to purchase any Common Shares at a price in excess of $10.25 per share. On the date immediately following
the Purchase Deadline, and at such other times as may be requested by the Issuer, Subscriber shall (x) notify the Issuer in
writing of the number of Common Shares so purchased pursuant to this Section 2(a)(iii) (the “Market Shares”)
and the aggregate purchase price paid therefor by Subscriber and (y) in the case of any Market Shares acquired in privately
negotiated transactions with one or more third parties, provide the Issuer with all documentation reasonably requested by the Issuer
and its advisors (including without limitation, its legal counsel) and its transfer agent and proxy solicitor to confirm that:
(A) Subscriber purchased, or has contracted to purchase, such Market Shares, and (B) the seller of such Market Shares
has provided to Subscriber a representation that (I) the seller voted such Market Shares in favor of the Acquisition and the
other proposals of the Issuer set forth in the Proxy Statement and (II) the seller of such Market Shares did not exercise
its redemption rights with respect to such Market Shares in connection with the Special Meeting. Notwithstanding the foregoing,
and for the avoidance of doubt, if the Purchase Agreement is terminated in accordance with its terms prior to the Acquisition Closing,
then Subscriber’s obligations to purchase Common Shares under this Section 2(a)(iii) shall immediately terminate and
be extinguished. For purposes hereof, “Trading Day” shall mean a day during which trading in the Common Shares
generally occurs on the NYSE American or, if the Common Shares are not then listed on the NYSE American, on the principal other
national or regional securities exchange on which the Common Shares are then listed or, if the Common Shares are not listed on
a national or regional securities exchange, on the principal other market on which the Common Shares are then listed or admitted
for trading.


 


(iv)        In
the event Subscriber has not acquired a sufficient number of Market Shares pursuant to Section 2(a)(iii) hereof to satisfy
in full its Backstop Commitment, Subscriber hereby irrevocably subscribes for and agrees, subject to the substantially concurrent
Acquisition Closing and the other terms and conditions set forth herein, and to the extent requested by the Issuer, to purchase
from the Issuer that number of Common Shares equivalent to its Private Placement Remainder (as defined below) (or such lesser
number of Common Shares as the Issuer may direct) at a purchase price of $10.25 per share, and the Issuer agrees to sell such
Common Shares to Subscriber at such price per share, subject to the Issuer’s right to sell to Subscriber such lesser number
of Common Shares as the Issuer may deem necessary or desirable (the Common Shares to be sold being referred to hereafter as the
“Private Placement Shares” and, together with the total number of Preferred Shares (or alternative securities
of the Issuer with substantially similar economic terms, if required under Section 1(b)) being sold pursuant to Section
1 hereof, the “Acquired Shares”). For the avoidance of doubt, if the Purchase Agreement is terminated in
accordance with its terms prior to the Acquisition Closing, then Subscriber’s obligations to purchase Common Shares under
this Section 2(a)(iv) shall immediately terminate and be extinguished. The subscription for, and issuance of, any Private
Placement Shares pursuant to this Section 2(a)(iv) (such subscription and issuance (if any), together with the Preferred
Subscription, the “Subscriptions”) shall be consummated concurrently with the Closing of the Preferred Subscription.
For purposes hereof, Subscriber’s “Private Placement Remainder” shall mean that number of Common Shares
that is equal to (A) the Backstop Commitment, divided by $10.25, less (B) the number of Market Shares (if any) acquired
or to be acquired pursuant to Section 2(a)(iii) hereof. For the avoidance of doubt, in the event that no Market Shares are
acquired by Subscriber pursuant to Section 2(a)(iii), Subscriber’s obligations under this Section 2(a)(iv)
shall nevertheless continue to apply.


 


(b)       In
consideration for Subscriber’s obligations described in Sections 1 and 2(a) hereof, Subscriber shall be
paid, in immediately available funds, a commitment fee of $2.5 million in cash (the “Commitment Fee”), promptly
following the execution of this Subscription Agreement. Subscriber and the Issuer acknowledge that the Commitment Fee is being
paid by and on behalf of the Issuer by JFL or one of its Affiliates and that in the event that pursuant to the terms of Section
9 hereof, the Commitment Fee less Carrying Costs (as defined below) is required to be paid pursuant to Section 9 hereof,
such payment shall be made to JFL and not the Issuer. In addition, to the extent Subscriber acquires Market Shares and/or Private
Placement Shares hereunder on or prior to the Acquisition Closing, Issuer shall pay Subscriber, in immediately available funds,
an additional cash fee of five percent (5%) of the aggregate consideration paid by Subscriber to acquire Market Shares and/or Private
Placement Shares on or prior to the Closing Date (as defined below) (not to exceed five percent (5%) of the total Backstop Commitment).


 






    	 	3	 



     


    

 


3.       Closing.


 


(a)       The
closing of the Subscriptions contemplated hereby (the “Closing”) is contingent upon the substantially concurrent
Acquisition Closing and shall occur immediately prior thereto. Not less than two (2) business days prior to the scheduled
Acquisition Closing date, the Issuer shall provide written notice to Subscriber (the “Closing Notice”) of the
date of Closing hereunder (the “Closing Date”). On the Closing Date, (i) the Issuer shall deliver to Subscriber
the Acquired Shares, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal
securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated
by Subscriber, as applicable, and (ii) prior to the Acquisition Closing, Subscriber shall deliver to the Issuer the aggregate
cash purchase price payable pursuant to Section 1 (in respect of the total number of Preferred Shares (or alternative securities
of the Issuer with substantially similar economic terms, if required under Section 1(b)) being acquired thereunder) and
Section 2(a)(iv) (in respect of the total number of Private Placement Shares, if any, being acquired thereunder) by wire
transfer of U.S. dollars in immediately available funds to the account specified by the Issuer in the Closing Notice. In the
event the Acquisition Closing does not occur within one (1) business day of the Closing, the Issuer shall promptly (but not
later than two (2) business days thereafter) return to Subscriber the aggregate cash purchase price deposited with the Issuer,
and any book-entries or share certificates shall be deemed cancelled and any share certificates shall be promptly (but not later
than two (2) business days thereafter) returned to the Issuer.


 


(b)       The
Closing shall be subject to the conditions that, on the Closing Date:


 


(i)       no
suspension of the qualification of the Acquired Shares for offering or sale or trading in any jurisdiction, or initiation or threatening
of any proceedings for any of such purposes, shall have occurred;


 


(ii)       all
representations and warranties of the Issuer and Subscriber contained in this Subscription Agreement shall be true and correct
in all material respects as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by each of the
Issuer and Subscriber of each of the representations, warranties and agreements of each such party contained in this Subscription
Agreement as of the Closing Date (except, in each case, to the extent such representations and warranties are specifically made
as of a particular date, in which case such representations and warranties shall be true and correct in all material respects as
of such date);


 


(iii)       the
Issuer shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required
by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing;


 


(iv)       no
governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation
(whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions
contemplated hereby illegal or otherwise preventing or prohibiting consummation of the transactions contemplated hereby, and no
governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such prevention or prohibition;


 


(v)       the
Purchase Agreement shall not have been amended in a manner materially adverse to the Preferred Shares or Common Shares; and


 


(vi)       all
conditions precedent to the Acquisition Closing, including the approval of the Issuer’s stockholders, shall have been satisfied
(other than those conditions that may only be satisfied at the Acquisition Closing), but subject to satisfaction of such conditions
as of the Acquisition Closing.


 






    	 	4	 



     


    

 


(c)       At
the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties
reasonably may deem to be practical and necessary in order to consummate the Subscriptions as contemplated by this Subscription
Agreement.


 


4.       Issuer
Representations and Warranties. For purposes of this Section 4, the term “Issuer” shall refer to the Issuer
as of the date hereof and, for purposes of only representations contained in paragraphs (h), (i), (k), (n), (p),and (r) of this
Section 4 and to the extent such representations and warranties are made as of the Closing Date, the combined company after
giving effect to the Acquisition. The Issuer represents and warrants that:


 


(a)       The
Issuer has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware,
with corporate power and authority to own, lease and operate its properties and conduct its business as presently conducted and
to enter into, deliver and perform its obligations under this Subscription Agreement, the Registration Rights Agreement (as defined
below) and the Purchase Agreement.


 


(b)       The
Acquired Shares have been duly authorized and, when issued and delivered to Subscriber against full payment for the Acquired Shares
in accordance with the terms of this Subscription Agreement and duly registered, the Acquired Shares will be validly issued, fully
paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created under
the Issuer’s amended and restated certificate of incorporation and bylaws or under the laws of the State of Delaware.


 


(c)       The
maximum number of Common Shares issuable upon conversion of the Preferred Shares pursuant to the Subscriber’s Preferred Subscription
have been duly authorized and reserved and, when such Common Shares are issued upon conversion of such Preferred Shares in accordance
with the terms thereof, will be validly issued, fully paid and non-assessable, and will not have been issued in violation of or
subject to any preemptive or similar rights created under the Issuer’s amended and restated certificate of incorporation
and bylaws or under the laws of the State of Delaware.


 


(d)       This
Subscription Agreement and the Purchase Agreement have been duly authorized, executed and delivered by the Issuer, and each constitutes
a legal valid and binding obligation of the Issuer , enforceable against it in accordance with its terms, except as may be limited
or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating
to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity.


 


(e)       The
Registration Rights Agreement will constitute upon execution and delivery by the Issuer a legal valid and binding obligation of
the Issuer enforceable against it in accordance with its terms except as may be limited or otherwise affected by (i) bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally,
and (ii) principles of equity, whether considered at law or equity.


 


(f)       The
execution, delivery and performance of this Subscription Agreement, the Registration Rights Agreement and the Purchase Agreement
(including compliance by the Issuer with all of the provisions hereof and thereof), the issuance and sale of the Acquired Shares
and the consummation of the other transactions contemplated herein and in the Registration Rights Agreement and Purchase Agreement
will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under,
or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Issuer pursuant
to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument
to which the Issuer is a party or by which the Issuer is bound or to which any of the property or assets of the Issuer is subject,
which would reasonably be expected to have a Material Adverse Effect (as defined in the Purchase Agreement) on the Issuer and NRC
or materially affect the validity of the Acquired Shares or the legal authority of the Issuer to comply in all material respects
with the terms of this Subscription Agreement, the Registration Rights Agreement or the Purchase Agreement; (ii) the organizational
documents of the Issuer; or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency
or body, domestic or foreign, having jurisdiction over the Issuer or any of its properties that would reasonably be expected to
have a Material Adverse Effect (as defined in the Purchase Agreement) or materially affect the validity of the Acquired Shares
or the legal authority of the Issuer to comply in all material respects with this Subscription Agreement, the Registration Rights
Agreement or the Purchase Agreement.


 






    	 	5	 



     


    

 


(g)       There
are no securities or instruments issued by or to which the Issuer is a party as of the date hereof containing anti-dilution or
similar provisions that will be triggered by the issuance of the Acquired Shares that have not been or will not be validly waived
on or prior to the Closing Date.


 


(h)       The
Issuer is not in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute
a default or violation) of any term, condition or provision of (i) the organizational documents of the Issuer, (ii) any
loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which the
Issuer is now a party or by which the Issuer’s properties or assets are bound or (iii) any statute or any judgment,
order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer
or any of its properties, except, in the case of clauses (ii) and (iii), for defaults or violations that have not had and
would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect (as defined in the Purchase
Agreement).


 


(i)       The
Issuer is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration
with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in
connection with the execution, delivery and performance by the Issuer of this Subscription Agreement (including, without limitation,
the issuance of the Acquired Shares), the Registration Rights Agreement or the Purchase Agreement, other than (i) filings
with the SEC, including the Proxy Statement, the Registration Statement (as defined below) and any Current Reports on Form 8-K
relating to the Acquisition, (ii) filings required by applicable state securities laws, (iii) the filing required in
accordance with Section 11(p) of this Subscription Agreement; (iv) those required by the New York Stock Exchange
with respect to the NYSE American (f/k/a NYSE MKT) market (the “NYSE”), including with respect to obtaining
Issuer stockholder approval, (v) the filing of the Certificate of Designations with the Secretary of State of the State of Delaware
and (vi) those the failure of which to obtain would not be reasonably likely to have, individually or in the aggregate, a
Material Adverse Effect.


 


(j)       The
authorized capital stock of the Issuer consists of (i) 1,000,000 undesignated Preferred Shares and (ii) 200,000,000 Common
Shares. As of the date hereof: (i) no Preferred Shares are issued and outstanding, (ii) 32,081,250 Common Shares are issued
and outstanding and (iii) 19,248,750 redeemable public purchase warrants and 9,600,000 private placement warrants are outstanding.
As of the Closing Date, and subject to approval by the Issuer’s stockholders, the authorized capital stock of the Issuer
will consist of (i) 5,000,000 Preferred Shares, at least 1,300,000 of which will be designated as 7.00% Series A Convertible Cumulative
Preferred Stock, and (ii) 200,000,000 Common Shares.


 


(k)       The
Issuer has not received any written communication since March 31, 2018 from a governmental entity that alleges that the Issuer
is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation
would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect (as defined in the Purchase
Agreement).


 


(l)       The
Common Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the NYSE American
under the symbol “HCAC.” There is no suit, action, proceeding or investigation pending or, to the knowledge of the
Issuer, threatened against the Issuer by the NYSE or the SEC with respect to any intention by such entity to deregister the Common
Shares or prohibit or terminate the listing of the Common Shares on the NYSE American. The Issuer has taken no action that is designed
to terminate the registration of the Common Shares under the Exchange Act.


 


(m)       The
NYSE American will have approved the issuance of the Preferred Shares prior to the Closing Date.


 


(n)       Assuming
the accuracy of Subscriber’s representations and warranties set forth in Section 5 of this Subscription Agreement,
no registration under the Securities Act is required for the offer and sale of the Acquired Shares by the Issuer to Subscriber.


 






    	 	6	 



     


    

 


(o)       Neither
the Issuer nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising
(within the meaning of Regulation D of the Securities Act) in connection with any offer or sale of the Acquired Shares.


 


(p)       As
of the date hereof, the Issuer has not entered into any side letter or similar agreement with any other investor in connection
with such other investor’s direct or indirect investment in the Issuer other than (x) the Purchase Agreement and (y) that
certain Subscription Agreement, dated as of the date hereof, with J.F. Lehman & Company, LLC.


 


(q)       The
Issuer has made available to Subscriber (including via the SEC’s EDGAR system) a copy of each form, report, statement, schedule,
prospectus, proxy, registration statement and other document, if any, filed by the Issuer with the SEC since its initial registration
of the Common Shares (the “SEC Documents”). None of the SEC Documents filed under the Exchange Act contained,
when filed or, if amended, as of the date of such amendment with respect to those disclosures that are amended, included any untrue
statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading. The Issuer has timely filed each report, statement,
schedule, prospectus, and registration statement that the Issuer was required to file with the SEC since its inception. There are
no material outstanding or unresolved comments in comment letters from the SEC Staff with respect to any of the SEC Documents.


 


(r)       Except
for such matters as have not had and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse
Effect (as defined in the Purchase Agreement), there is no (i)  action, lawsuit, claim, suit, arbitration, hearing, examination
or judicial or legal proceeding or investigation, whether civil, criminal or administrative, at law or in equity, or by or before
any governmental authority pending, or, to the knowledge of the Issuer, threatened against the Issuer or (ii) judgment, decree,
injunction, ruling or order of any governmental entity or arbitrator outstanding against the Issuer.


 


(s)       Except
for placement agent fees payable to Credit Suisse Securities (USA) LLC (“Credit Suisse”) and Stifel, Nicolaus
& Company, Incorporated (“Stifel,” and together with Credit Suisse, in their respective capacities as placement
agents with respect to the issuance and sale of the Acquired Shares, the “Placement Agents”) at the Closing,
the Issuer has not paid, and is not obligated to pay, any brokerage, finder’s or other fee or commission in connection with
its issuance and sale of the Acquired Shares, including, for the avoidance of doubt, any fee or commission payable to any stockholder
or affiliate of the Issuer.


 


(t)       The
Proxy Statement, when filed or, if amended, as of the date of such amendment with respect to those disclosures that are amended,
will not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they were made, not misleading.


 


(u)       As
of the date hereof, all representations and warranties of NRC and NRC Seller that are contained in the Purchase Agreement are true
and correct in all material respects, to the knowledge of the Issuer after due inquiry.


 


5.       Subscriber
Representations and Warranties. Subscriber represents and warrants that:


 


(a)       Subscriber
is validly existing in good standing under the laws of its jurisdiction of incorporation or formation, with power and authority
to enter into, deliver and perform its obligations under this Subscription Agreement.


 


(b)       This
Subscription Agreement has been duly authorized, executed and delivered by Subscriber. This Subscription Agreement is enforceable
against Subscriber in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and
(ii) principles of equity, whether considered at law or equity.


 






    	 	7	 



     


    

 


(c)       The
execution, delivery and performance by Subscriber of this Subscription Agreement and the consummation of the transactions contemplated
herein will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default
under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Subscriber
or any of its subsidiaries pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license
or other agreement or instrument to which Subscriber or any of its subsidiaries is a party or by which Subscriber or any of its
subsidiaries is bound or to which any of the property or assets of Subscriber or any of its subsidiaries is subject, which would
reasonably be expected to have a material adverse effect on the business, properties, financial condition, stockholders’
equity or results of operations of Subscriber and any of its subsidiaries, taken as a whole (a “Subscriber Material Adverse
Effect”), or materially affect the legal authority of Subscriber to comply in all material respects with the terms of
this Subscription Agreement; (ii) the organizational documents of Subscriber; or (iii) any statute or any judgment, order,
rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over Subscriber or any
of its subsidiaries or any of their respective properties that would reasonably be expected to have a Subscriber Material Adverse
Effect or materially affect the legal authority of Subscriber to comply in all material respects with this Subscription Agreement.


 


(d)       Subscriber
(i) is a “qualified institutional buyer” (as defined in Rule 144A promulgated under the Securities Act (“Rule
144A”)) (a “QIB”) or an institutional “accredited investor” (within the meaning of Rule 501(a)
under the Securities Act) satisfying the applicable requirements set forth on Schedule A hereto, (ii) is acquiring
the Acquired Shares (including the Underlying Common Shares (as defined in Section 6(a) below)) only for its own account
and not for the account of others, or if Subscriber is subscribing for the Acquired Shares as a fiduciary or agent for one or more
investor accounts, each owner of such account is a qualified institutional buyer and Subscriber has full investment discretion
with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements
herein on behalf of each owner of each such account, and (iii)  shall provide the requested information on Schedule A
hereto following the signature page hereto.


 


(e)       Subscriber
understands that the Acquired Shares are being offered in a transaction not involving any public offering within the meaning of
the Securities Act and that the Acquired Shares have not been registered under the Securities Act. Subscriber understands that
the Acquired Shares may not be resold, transferred, pledged or otherwise disposed of by Subscriber absent an effective registration
statement under the Securities Act, except (i) to the Issuer or a subsidiary thereof, (ii) to non-U.S. persons pursuant
to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act, (iii) pursuant
to Rule 144 under the Securities Act, provided that all of the applicable conditions thereof have been met, (iv) pursuant
to Rule 144A promulgated under the Securities Act or (v) pursuant to another applicable exemption from the registration
requirements of the Securities Act, and that any certificates or book-entry records representing the Acquired Shares shall contain
a legend to such effect. Subscriber understands and agrees that the Acquired Shares will be subject to transfer restrictions and,
as a result of these transfer restrictions, Subscriber may not be able to readily resell the Acquired Shares and may be required
to bear the financial risk of an investment in the Acquired Shares for an indefinite period of time. Subscriber understands that
it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Acquired Shares.
To the extent Subscriber resells the Acquired Shares pursuant to Rule 144A under the Securities Act, Subscriber understands and
agrees that (1) it will only offer and sell the Acquired Shares to persons reasonably believed to be QIBs and (2) it will not offer
or sell the Acquired Shares by any manner involving a public offering in the United States within the meaning of Section 4(a)(2)
of the Securities Act.


 


(f)       Subscriber
understands and agrees that Subscriber is purchasing the Acquired Shares directly from the Issuer. Subscriber further acknowledges
that there have been no representations, warranties, covenants and agreements made to Subscriber by the Issuer or any of its officers
or directors, expressly or by implication, other than those representations, warranties, covenants and agreements expressly included
in this Subscription Agreement.


 


(g)       Subscriber
represents and warrants that its acquisition and holding of the Acquired Shares will not constitute or result in a non-exempt prohibited
transaction under section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”),
section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or any applicable similar law. Subscriber
represents that it is not an employee benefit plan that is subject to Title I of ERISA, a plan, an individual retirement account
or other arrangement that is subject to section 4975 of the Code or an employee benefit plan that is a governmental plan (as defined
in section 3(32) of ERISA), a church plan (as defined in section 3(33) of ERISA), a non-U.S. plan (as described in section 4(b)(4)
of ERISA) or other plan that is not subject to the foregoing but may be subject to provisions under any other federal, state, local,
non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code, or an entity whose underlying assets
are considered to include “plan assets” of any such plan, account or arrangement, subject to the fiduciary or prohibited
transaction provisions of ERISA or section 4975 of the Code.


 






    	 	8	 



     


    

 


(h)       In
making its decision to purchase the Acquired Shares, Subscriber represents that it has relied solely upon independent investigation
made by Subscriber. Subscriber acknowledges and agrees that Subscriber has received such information as Subscriber deems necessary
in order to make an investment decision with respect to the Acquired Shares, including with respect to the Issuer, NRC and the
Acquisition. Subscriber has had the opportunity to retain, at its own expense, and relied upon, appropriate professional advice
regarding the investment, tax and legal merits and consequences of purchasing and owning the Acquired Shares. Subscriber represents
and agrees that Subscriber and Subscriber’s professional advisor(s), if any, have had the full opportunity to ask such questions,
receive such answers and obtain such information as Subscriber and Subscriber’s professional advisor(s), if any, have deemed
necessary to make an investment decision with respect to the Acquired Shares and determined that the Acquired Shares are a suitable
investment for Subscriber and that Subscriber is able at this time and in the foreseeable future to bear the economic risk of a
total loss of Subscriber’s investment in the Issuer. Subscriber acknowledges specifically that a possibility of total loss
exists.


 


(i)       Subscriber
became aware of this offering of the Acquired Shares solely by means of direct contact between Subscriber and the Issuer (or Credit
Suisse or Stifel on behalf of the Issuer), and the Acquired Shares were offered to Subscriber solely by direct contact between
Subscriber and the Issuer. Subscriber did not become aware of this offering of the Acquired Shares, nor were the Acquired Shares
offered to Subscriber, by any other means. Subscriber acknowledges that the Issuer represents and warrants that the Acquired Shares
(i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner
involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws.


 


(j)       Subscriber
acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Acquired Shares. Subscriber
has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment
in the Acquired Shares, and Subscriber has sought such accounting, legal and tax advice as Subscriber has considered necessary
to make an informed investment decision.


 


(k)       Subscriber
understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Acquired Shares
or made any findings or determination as to the fairness of this investment.


 


(l)       Subscriber
represents and warrants that Subscriber is not (i) a person or entity named on the List of Specially Designated Nationals
and Blocked Persons, the Executive Order 13599 List, the Foreign Sanctions Evaders List, or the Sectoral Sanctions Identification
List, each of which is administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”)
(collectively, the “OFAC Lists”); (ii) owned or controlled by, or acting on behalf of, a person, that is
named on an OFAC List; (iii) organized, incorporated, established, located, resident or born in, or a citizen, national, or
the government, including any political subdivision, agency, or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, the
Crimea region of Ukraine, or any other country or territory embargoed or subject to substantial trade restrictions by the United
States; (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; or (v) a
non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Subscriber represents that if it is a financial
institution subject to the Bank Secrecy Act (31 U.S.C. section 5311 et seq.), as amended by the USA PATRIOT Act of 2001,
and its implementing regulations (collectively, the “BSA/PATRIOT Act”), that Subscriber maintains policies and
procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. Subscriber also represents that,
to the extent required, it maintains policies and procedures reasonably designed to ensure compliance with OFAC-administered sanctions
programs, including for the screening of its investors against the OFAC Lists. Subscriber further represents and warrants that,
to the extent required, it maintains policies and procedures reasonably designed to ensure that the funds held by Subscriber and
used to purchase the Acquired Shares were legally derived.


 






    	 	9	 



     


    

 


(m)       Subscriber
has, and at the Closing will have, sufficient funds to pay the aggregate cash purchase price payable pursuant to Section ‎3(a).


 


(n)       As
of the date hereof, Subscriber does not own, directly or indirectly, any Common Shares.


 


(o)       Subscriber
(i) acknowledges that Stifel is engaged by both the Issuer and an affiliate of NRC Seller in connection with the Acquisition, (x)
serving as an underwriter in the Issuer’s June 2017 initial public offering and providing related capital markets, investment
banking and financial advisory services to the Issuer, including acting as co-placement agent with respect to the issuance and
sale of Acquired Shares pursuant to this Subscription Agreement, for which Stifel will receive customary compensation (including
placement agent fees and a deferred IPO underwriting discount) payable at the Acquisition Closing, and (y) serving as financial
advisor to J.F. Lehman & Company (“JFL”), an affiliate of NRC Seller, in connection with the Acquisition,
for which Stifel will be entitled to receive customary compensation; and (ii) waives any conflict of interest with respect to Stifel
serving in these roles on behalf of both the Issuer and JFL, an affiliate of NRC Seller.


 


6.       Registration
Rights.


 


(a)       At
the Closing, the Issuer and Subscriber shall enter into a Registration Rights Agreement (the “Registration Rights Agreement”),
pursuant to which the Issuer will agree to (i) as soon as reasonably practicable within sixty (60) days after the Closing Date,
but in no event later than ninety (90) days following the Closing Date, file a shelf registration statement to register the resale
of the Acquired Shares (including the Common Shares into which the Preferred Shares may be converted (the “Underlying
Common Shares”)) under 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 Closing Date if the Issuer receives comments to the Registration Statement from the staff of the SEC (“SEC Comments”)
or one hundred twenty (120) days after the Closing Date if the Issuer does not receive SEC Comments and (iii) provide Subscriber
and certain other investors in the Issuer’s equity securities with customary piggyback registration rights. The Registration
Rights Agreement shall include such additional terms and conditions as are customary and reasonably satisfactory to the Issuer
and Subscriber.


 


(b)       None
of the Acquired Shares (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.


 


7.       Cooperation
with respect to the Offering and Jones Act.


 


The Issuer shall use reasonable best efforts
to cooperate with Nomura with respect to any reasonable requests for assistance and customary documentation requested by the Subscriber
in connection with any resale or private offering exempt from registration of the Acquired Securities (the “Offering”)
by the Subscriber. Without limiting the generality of the foregoing, such cooperation and assistance shall include, but shall not
be limited to, the following:


 


(a)        The
Issuer shall (i) furnish or cause to be furnished to the Subscriber such customary and non-privileged information as the Subscriber
may reasonably request about the Issuer, NRC and NRC Seller, including a description of the Issuer’s management, business,
operations and financial condition, financial statements, pro forma financial statements and other financial data of the type and
form customarily included in offering memoranda customarily used in Rule 144A offerings for inclusion in the Offering Memorandum
and/or Offering Materials, (ii) ensure that such information does not contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made,
not misleading, and (iii) promptly advise the Subscriber if it becomes aware that any such information previously provided has
become materially inaccurate or omits to state a material fact necessary to make the information not misleading.


 






    	 	10	 



     


    

 


(b)       The
Issuer shall assist Nomura in the preparation and review of any offering memorandum (the “Offering Memorandum”)
and any other offering or marketing materials (“Offering Materials”) in connection with the Offering, containing
the information described in item (a) above, including promptly furnishing any diligence materials reasonably requested by Subscriber
in connection with such transaction.


 


(c)       The
Issuer shall use commercially reasonable efforts to make senior management of the Issuer, NRC and NRC Seller, available at reasonable
times and upon reasonable advance notice by the Subscriber in connection with the preparation of the Offering Materials or in connection
with one or more calls with prospective purchasers of the Acquired Securities.


 


(d)       The
Issuer shall deliver or shall cause to be delivered to Subscriber and its counsel, on or prior to the Acquisition Closing, such
closing certificates and customary opinion of counsel (which, for the sake of clarity, would exclude any negative assurances),
in each case to the extent reasonably requested by Subscriber, in form and substance reasonably satisfactory to Subscriber and
of the type and form customarily prepared and delivered in a Rule 144A offering for securities substantially similar to the Acquired
Shares;


 


(e)       Each
of the Issuer and Subscriber shall cooperate with the other in connection with the monitoring of and analysis of compliance by
the Issuer and by the Direct Purchasers with the U.S. citizenship requirements set forth in the Jones Act and provide such other
assistance and cooperation as the other may reasonably request to ensure continued compliance by the Issuer and by the Direct Purchasers
with the U.S. citizenship requirements set forth in the Jones Act.


 


The fees and expenses to be incurred by the
Issuer in connection with this Section 7 shall be borne solely by the Issuer. The provisions of this Section 7 shall
at all times be effective and will survive the termination of this Subscription Agreement.


 


8.       Indemnification
of Subscriber.


 


The Issuer shall indemnify and hold harmless
the Subscriber, its affiliates, the directors, officers, employees and agents of the Subscriber and each person, if any, who controls
Subscriber within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all
losses, claims, liabilities, expenses and damages (including any and all investigative, legal and other expenses reasonably incurred
in connection with, and any amount paid in settlement of, any claim, suit, action, proceeding, investigation or inquiry (collectively,
a “Proceeding”) between any of the indemnified parties and any indemnifying parties or between any indemnified party
and any third party, or otherwise, or any claim asserted), to which they, or any of them, may become subject under the Securities
Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses,
claims, liabilities, expenses or damages arise out of or are based on any untrue statement or alleged untrue statement of a material
fact contained in, or the omission or alleged omission of a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances in which such statements were made, not misleading, the Offering Memorandum (to
the extent such statement was derived from the Proxy Statement or SEC Documents); provided, however, that the Issuer
shall not be liable to the extent that such loss, claim, liability, expense or damage is based on any untrue statement or omission
or alleged untrue statement or omission made in reliance on and in conformity with information provided by Subscriber.


 


In addition, in the event that the Subscriber
becomes involved in any capacity in any Proceeding in connection with any matter in any way relating to or referred to in this
Subscription Agreement or arising out of the matters contemplated by this Subscription Agreement, the Issuer will reimburse the
Subscriber for its reasonably incurred and documented legal and other expenses (including the reasonably incurred and documented
costs of any investigation and preparation) as such expenses are incurred by the Subscriber and promptly following request to the
Issuer for reimbursement therefor in connection therewith.


 






    	 	11	 



     


    

 


If indemnification under this Section 8 is
unavailable or insufficient for any reason, the Issuer agrees to contribute to the losses, claims, damages, liabilities and expenses
involved (i) in the proportion appropriate to reflect the relative benefits received by the Issuer , on the one hand, and the Subscriber,
on the other hand, in connection with the matters contemplated by this Subscription Agreement or (ii) if (but only if and to the
extent) the allocation provided for in clause (i) is for any reason held unenforceable, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Issuer, on the one hand, and
the party entitled to contribution, on the other hand, as well as any other relevant equitable considerations. The Issuer agrees
that for the purposes of this paragraph the relative benefits received by the Issuer, on the one hand, and the party entitled to
contribution, on the other hand, in connection with the matters contemplated by this Subscription Agreement shall be deemed to
be in the same proportion that the total value received by the Issuer as a result of or in connection with the matters (whether
or not consummated) bears to the total consideration received by Nomura under the Subscription Agreement. Relative fault shall
be determined by reference to, among other things, whether any alleged untrue statement or omission or any other alleged conduct
relates to information provided by the Issuer or other conduct by the Issuer (or its employees or other agents), on the one hand,
or by the Subscriber, on the other hand.


 


The indemnity and contribution rights hereunder
shall be in addition to any rights that any indemnified party may have at common law or otherwise.


 


9.       Termination.


 


Except for the provisions of Sections 7 through
11, which shall survive any termination hereunder, this Subscription 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 Subscription
Agreement, (c) if any of the conditions to Closing set forth in Section ‎3
of this Subscription Agreement are not satisfied on or prior to the Closing and, as a result thereof, the transactions contemplated
by this Subscription Agreement are not consummated at the Closing or (d) the Termination Date (as defined in the Purchase
Agreement); 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; provided, further, that upon any termination of this Subscription Agreement pursuant to
this Section 9 arising out of or relating to the failure of Subscriber to perform its obligations under this Subscription
Agreement, then in addition to and without limiting any such rights or remedies of the Issuer or JFL under this Subscription Agreement,
Subscriber shall promptly repay the Commitment Fee less Carrying Costs in cash in immediately available funds to JFL. The Issuer
shall promptly notify Subscriber of the termination of the Purchase Agreement promptly after the termination thereof. For purposes
of this Subscription Agreement, “Carrying Costs” means Subscriber’s documented out-of-pocket costs of carrying
its investment obligations under this Subscription Agreement, which costs are its unsecured funding costs for investment banking
and global markets activities and are used generally and not specific to the investments contemplated hereunder. The Carrying Costs
will be determined in a manner consistent with the practices described and specified by Subscriber to the Issuer and JFL in a written
document or correspondence that specifically references this Section 9 and is delivered by Subscriber to the Issuer and JFL on
the date hereof.


 


Notwithstanding anything herein to the contrary,
the Subscriber may terminate this Subscription Agreement at any time at or prior to the Acquisition Closing, by notice to the Issuer
if since the time of execution of this Subscription Agreement, there shall have occurred and be continuing at the time of
Closing: (A) a long-term suspension or material limitation in trading in securities generally on the NYSE, the NYSE American
or Nasdaq; or (B) a general moratorium on commercial banking activities declared by either federal or New York State authorities
or a material disruption in commercial banking or securities settlement or clearance services in the United States; provided,
that prior to or concurrently with any termination by Subscriber pursuant to clause (A) or (B) above, Subscriber shall have repaid
the Commitment Fee less Carrying Costs in cash in immediately available funds to JFL.


 






    	 	12	 



     


    

 


10.       Waiver
of Claims Against Trust. Reference is made to the final prospectus of the Issuer, filed with the SEC (File No. 333-218341)
(the “Prospectus”), and dated as of June 22, 2017. The Subscriber hereby represents and warrants that it understands
that the Issuer has established a trust account (the “Trust Account”) containing the proceeds of its initial
public offering (“IPO”) and from certain private placements occurring simultaneously with the IPO (including
interest accrued from time to time thereon) for the benefit of the Issuer’s public stockholders (including overallotment
shares acquired by the Issuer’s underwriters, the “Public Stockholders”), and has read the provisions
of the Prospectus relating thereto, and that, except as otherwise described in the Prospectus, the Issuer may disburse monies from
the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Common Shares in connection with
the consummation of the Issuer’s initial business combination (as such term is used in the Prospectus) (the “Business
Combination”) or in connection with an extension of the deadline to consummate a Business Combination, (b) to the Public
Stockholders if the Issuer fails to consummate a Business Combination within eighteen (18) months after the closing of the IPO,
(c) with respect to any interest earned on the amounts held in the Trust Account, as necessary to pay any taxes or (d) to the Issuer
after or concurrently with the consummation of a Business Combination. For and in consideration of the Issuer’s entering
into discussions with Subscriber regarding the Acquired Shares, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Subscriber hereby agrees that it does not now and shall not at any time hereafter
have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make
any claim against, the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result
of, in connection with or relating in any way to any proposed or actual business relationship between Subscriber and the Issuer,
this Subscription Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or
any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”).
The Subscriber on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that Subscriber or its affiliates
may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out
of, any negotiations, contracts or agreements with the Issuer (including this Subscription Agreement) or its representatives and
will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for
an alleged breach of any agreement with the Issuer or its affiliates). The Subscriber agrees and acknowledges that such irrevocable
waiver is material to this Subscription Agreement and specifically relied upon by the Issuer and its affiliates to induce the Issuer
to enter into this Subscription Agreement, and the Subscriber further intends and understands such waiver to be valid, binding
and enforceable under applicable law. To the extent the Subscriber or any of its affiliates commences any action or proceeding
based upon, in connection with, relating to or arising out of any matter relating to the Issuer or its representatives, which proceeding
seeks, in whole or in part, monetary relief against the Issuer or its representatives, the Subscriber hereby acknowledges and agrees
that the Subscriber’s and its affiliates’ sole remedy shall be against funds held outside of the Trust Account and
that such claim shall not permit the Subscriber or its affiliates (or any person claiming on any of their behalves or in lieu of
any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein.
In the event the Subscriber or any of its affiliates commences any action or proceeding based upon, in connection with, relating
to or arising out of any matter relating to the Issuer or its representatives, which proceeding seeks, in whole or in part, relief
against the Trust Account (including any distributions therefrom) or the Public Stockholders, whether in the form of money damages
or injunctive relief, the Issuer and its representatives, as applicable, shall be entitled to recover from the Subscriber and its
affiliates the associated legal fees and costs in connection with any such action, in the event the Issuer or its representatives,
as applicable, prevails in such action or proceeding. This Section 10 will survive any termination or expiration of this Subscription
Agreement and will continue with respect to claims against funds contained in the Trust Account (other than those set aside or
otherwise attributable to distributions made to Public Stockholders) until such time as immediately after a Business Combination
has been consummated; provided that with respect to claims involving distributions made to Public Stockholders and for transaction
expenses paid (including deferred IPO underwriting discount and expenses payable to the Issuer’s underwriters in connection
with the IPO), this Section 10 will survive indefinitely.


 


11.       Miscellaneous.


 


(a)       Each
of the Issuer and Subscriber acknowledges that it and others will rely on the acknowledgments, understandings, agreements, representations
and warranties made by the other party and contained in this Subscription Agreement. Prior to the Closing, each party agrees to
promptly notify the other party if any of the acknowledgments, understandings, agreements, representations and warranties set forth
herein are no longer accurate in all material respects.


 


(b)       Each
of the Issuer and Subscriber is entitled to rely upon this Subscription Agreement and is irrevocably authorized to produce this
Subscription Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with
respect to the matters covered hereby.


 






    	 	13	 



     


    

 


(c)       Each
of the Issuer and Subscriber acknowledges and agrees that the Placement Agents shall be entitled to rely on their respective representations
and warranties contained in Section 4 and Section 5, respectively, of this Subscription Agreement as if such representations
and warranties were being made to the Placement Agents. Subscriber acknowledges that it is not relying on the Placement Agents
or their respective affiliates with respect to (i) the legal, tax, economic and related considerations of an investment in the
Acquired Shares, (ii) the accuracy or completeness of any documents or materials provided by the Issuer to Subscriber, or (iii)
Subscriber’s decision to subscribe for and purchase the Acquired Shares.


 


(d)       Neither
this Subscription Agreement nor any rights that may accrue to Subscriber hereunder (other than the Acquired Shares acquired hereunder,
if any) may be transferred or assigned except to an affiliate of the Subscriber (provided that Subscriber has provided written
notice to the Issuer of such assignment and such affiliate has agreed in writing to be bound by the terms and provisions of this
Subscription Agreement). Neither this Subscription Agreement nor any rights that may accrue to the Issuer hereunder may be transferred
or assigned.


 


(e)       All
the agreements, representations and warranties made by each party hereto in this Subscription Agreement shall survive the Closing.


 


(f)       The
Issuer may request from Subscriber such additional information as the Issuer may deem necessary to evaluate the eligibility of
Subscriber to acquire the Acquired Shares, and Subscriber shall provide such information as may be reasonably requested, to the
extent readily available and to the extent consistent with its internal policies and procedures.


 


(g)       This
Subscription 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. The parties hereto acknowledge and agree that JFL is a
third party beneficiary with respect to Sections 2(b) and 9 of this Subscription Agreement, and JFL may enforce such provisions
of this Subscription Agreement to the same extent as if it were a party hereto, and in no event will the terms of such provisions
be modified, waived or terminated in any manner adverse to JFL or any of its affiliates without the prior written consent of JFL.


 


(h)       This
Subscription 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.


 


(i)       Except
as otherwise provided herein, this Subscription 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.


 


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


 


(k)       This
Subscription Agreement may be executed in two (2) 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.


 


(l)       Subscriber
shall pay all of its own expenses in connection with this Subscription Agreement and the transactions contemplated herein.


 






    	 	14	 



     


    

 


(m)       Notices.
Any notice or communication required or permitted hereunder shall be in writing and either delivered personally, emailed or telecopied,
sent by overnight mail via a reputable overnight carrier, or sent by certified or registered mail, postage prepaid, and shall be
deemed to be given and received (a) when so delivered personally, (b) upon receipt of an appropriate electronic answerback
or confirmation when so delivered by telecopy (to such number specified below or another number or numbers as such person may subsequently
designate by notice given hereunder), (c) when sent, with no mail undeliverable or other rejection notice, if sent by email,
or (d) five (5) business days after the date of mailing to the address below or to such other address or addresses as
such person may hereafter designate by notice given hereunder:


 


		(i)	if to Subscriber, to such address or addresses set forth on the page following the signature page hereto;



 


with a copy to:


 


Mayer Brown LLP

1221Avenue of the Americas

New York, New York 10020

Attention: Anna T. Pinedo, Esq.

Email:apinedo@mayerbrown.com


 


		(ii)	if to the Issuer (prior to the Acquisition Closing), to:



 


Hennessy Capital Acquisition Corp. III

3485 N. Pines Way, Suite 10

Wilson, Wyoming 83104

Attention: Daniel J. Hennessy, Chairman and Chief Executive Officer

Email: dhennessy@hennessycapllc.com


 


with a copy to:


 


Sidley Austin LLP

One South Dearborn

Chicago, Illinois 60603

Attention: Jeffrey N. Smith, Esq. and Michael P. Heinz, Esq.

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


 


		(iii)	if to the Issuer (following the Acquisition Closing), to:



 


NRC Group Holdings Corp.


3500 Sunrise Highway, Suite 200, Building 200

Great River, New York 11739


Attention: Christian Swinbank, Chief Executive Officer

Email: cswinbank@sprintenergy.com


 


with a copy to:


 


Jones Day


2727 North Harwood Street


Dallas, Texas 75201

Attention: Alain Dermarkar, Esq.

Email: adermarkar@jonesday.com


 


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


 






    	 	15	 



     


    

 


THE
PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE NEW YORK STATE COURTS AND THE U.S. FEDERAL COURTS SITTING
IN THE STATE OF NEW YORK, COUNTY OF NEW YORK, BOROUGH OF MANHATTAN IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE
PROVISIONS OF THIS SUBSCRIPTION AGREEMENT AND THE DOCUMENTS REFERRED TO IN THIS SUBSCRIPTION 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 SUBSCRIPTION 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 NEW YORK STATE OR U.S. 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
11(m) 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 SUBSCRIPTION 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 SUBSCRIPTION
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS SUBSCRIPTION 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 SUBSCRIPTION AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 11(n).


 


(o)       Subscriber
hereby acknowledges that the Issuer and its counsel represent the interests of the Issuer and not those of Subscriber in any agreement
(including this Subscription Agreement) to which the Issuer is a party.


 


(p)       The
Issuer shall, by 9:00 a.m., New York City time, on the first (1st) business day following the date of this Subscription
Agreement, issue one or more press releases or file or furnish with the SEC a Current Report on Form 8-K (such press release
or Current Report on Form 8-K, the “Disclosure Document”) disclosing all material terms of the transactions
contemplated hereby and the Acquisition. Notwithstanding anything in this Subscription Agreement to the contrary, the Issuer shall
not publicly disclose the name of Subscriber or any of its affiliates, or include the name of Subscriber or any of its affiliates
in any press release or in any filing with the SEC or any regulatory agency or trading market, without the prior written consent
of Subscriber (not to be unreasonably withheld, conditioned or delayed), except (i) as required by the federal securities
laws in connection with the Proxy Statement and/or the Registration Statement, (ii) the filing of this Subscription Agreement
with the SEC and in the related Current Report on Form 8-K, and (iii) to the extent such disclosure is required by law,
at the request of the Staff of the SEC or regulatory agency or under the regulations of the NYSE, in which case the Issuer shall
provide Subscriber with prior written notice (to the extent lawful and reasonably practicable) of such disclosure permitted under
this subclause (iii).


 


[Signature pages follow.]


 




    	 	16	 



     


    

 


IN WITNESS WHEREOF, each of the Issuer
and Subscriber has executed or caused this Backstop and Subscription Agreement to be executed by its duly authorized representative
as of the date set forth below.


 





 


 


	ISSUER:	 
	 	 	 
	HENNESSY CAPITAL ACQUISITION CORP. III	 
	 	 
	By:	/s/ Daniel J. Hennessy	 
	Name:	Daniel J. Hennessy	 
	Title:	Chairman of the Board and 

Chief Executive Office	 
	Date:	June 25, 2018	 


 


 


	SUBSCRIBER:	 
	 	 	 
	NOMURA SECURITIES INTERNATIONAL, INC.	 
	 	 
	By:	/s/ Mark Connelly	 
	Name:	Mark Connelly	 
	Title:	Managing Director -

                                           Head Equity Capital Markets
	 
	Date:	June 25, 2018	 


 





Signature Page to


Subscription Agreement







  




     

     


    

 


	
        Name of Subscriber:

        
	 
	 	 
	 	 
	(Please print.  Please indicate name and

capacity of person signing above)	 
		 
	 	 
	Name in which securities are to be registered

(if different):	 
	 	 
	Email Address:	 
	 	 
	If there are joint investors, please check one:	 
	 	 
	☐  Joint
Tenants with Rights of Survivorship	 
	 	 
	☐  Tenants-in-Common	 
	 	 
	☐  Community
Property	 
	 	 
	Subscriber’s EIN: ____________	 
	 	 
	Business Address-Street:	 
		 
		 
	City, State, Zip:	 
	 	 
	Attn:	 
	 	 
	Telephone No.: _________________________	 
	 	 
	Facsimile No.: __________________________	 


 


You must pay the aggregate purchase price payable pursuant to
Section 3(a) by wire transfer of United States dollars in immediately available funds to the account specified by the Issuer
in the Closing Notice.


 





Signature Page to


Subscription Agreement




 




     

     


    

 


SCHEDULE A

ELIGIBILITY REPRESENTATIONS OF SUBSCRIBER


 


		A.	QUALIFIED INSTITUTIONAL BUYER STATUS

(Please check the applicable subparagraphs):



 


		1.	☐ We are a “qualified institutional buyer”
(as defined in Rule 144A under the Securities Act (a “QIB”)).



 


		2.	☐ We are subscribing for the
Acquired Shares as a fiduciary or agent for one or more investor accounts, and each owner of such account is a QIB.



 


*** OR ***


 


		B.	INSTITUTIONAL ACCREDITED INVESTOR STATUS

(Please check the applicable subparagraphs):



 


		1.	☐ We are an “accredited
investor” (within the meaning of Rule 501(a) under the Securities Act) or an entity in which all of the equity holders
are accredited investors within the meaning of Rule 501(a) under the Securities Act, and have marked and initialed the appropriate
box on the following page indicating the provision under which we qualify as an “accredited investor.”



 


		2.	☐ We are not a natural person.



 


*** AND ***


 


	C.	AFFILIATE STATUS

(Please check the applicable box)



 


		SUBSCRIBER:	



 


		☐	is:



 


		☐	is not:



 


an “affiliate” (as defined in Rule 144
under the Securities Act) of the Issuer or acting on behalf of an affiliate of the Issuer.


 


This page should be completed by
Subscriber

and constitutes a part of the Subscription Agreement.


 




    	 	Schedule A-1	 



     


    

 


Rule 501(a), in relevant part, states that an “accredited
investor” shall mean any person who comes within any of the below listed categories, or who the issuer reasonably believes
comes within any of the below listed categories, at the time of the sale of the securities to that person. Subscriber has indicated,
by marking and initialing the appropriate box below, the provision(s) below which apply to Subscriber and under which Subscriber
accordingly qualifies as an “accredited investor.”


 


☐
Any bank as defined in section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined
in section 3(a) (5)(A) of the Securities Act whether acting in its individual or fiduciary capacity;


 


☐
Any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934;


 


☐
Any insurance company as defined in section 2(a)(13) of the Securities Act;


 


☐
Any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section
2(a)(48) of that Act;


 


☐
Any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the
Small Business Investment Act of 1958;


 


☐
Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its
political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000;


 


☐
Any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision
is made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance
company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed
plan, with investment decisions made solely by persons that are accredited investors;


 


☐
Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;


 


☐
Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust,
or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;
or


 


☐
Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered,
whose purchase is directed by a sophisticated person as described in § 230.506(b)(2)(ii).


 




    	 	Schedule A-2	 



     


    

 


Exhibit A


 


Form of Certificate of Designations


 


[See attached.]


 






     


     


    

 





FORM OF


 


CERTIFICATE OF DESIGNATIONS,


 


PREFERENCES, RIGHTS AND LIMITATIONS


 


OF


 


7.00% SERIES A CONVERTIBLE CUMULATIVE
PREFERRED STOCK


 


OF


 


NRC GROUP HOLDINGS CORP.


 


(formerly known as Hennessy Capital
Acquisition Corp. III)


 


Pursuant to Section 151
of the General Corporation Law of the State of Delaware


 


NRC GROUP HOLDINGS CORP. (formerly known
as Hennessy Capital Acquisition Corp. III), a Delaware corporation (the “Corporation”), certifies that pursuant
to the authority contained in Article IV of its Second Amended and Restated Certificate of Incorporation, as amended (the
“Certificate of Incorporation”), and in accordance with the provisions of Section 151 of the General Corporation
Law of the State of Delaware (the “DGCL”), the Board of the Corporation has adopted the following resolution
on [______], 2018, creating a series of preferred stock, par value $0.0001 per share, of the Corporation designated as 7.00% Series A
Convertible Cumulative Preferred Stock, which resolution remains in full force and effect on the date hereof:


 


RESOLVED, that a series of preferred
stock, par value $0.0001 per share, of the Corporation be, and hereby is, created, and that the designation and number of shares
thereof and the voting powers, preferences and relative, participating, optional or other special rights and such qualifications,
limitations or restrictions thereof are as follows:


 


1)           Designation
and Amount; Ranking.


 


(a)       There
shall be created from the 5,000,000 shares of preferred stock, par value $0.0001 per share, of the Corporation authorized to be
issued pursuant to the Certificate of Incorporation, a series of preferred stock, designated as “7.00% Series A Convertible
Cumulative Preferred Stock”, par value $0.0001 per share (the “Preferred Stock”), and the authorized
number of shares of Preferred Stock shall be [_____].1 Shares of Preferred Stock that are purchased or otherwise acquired
by the Corporation, or that are converted into shares of Common Stock, shall be cancelled and shall revert to authorized but unissued
shares of Preferred Stock.


 


(b)       The
Preferred Stock, with respect to dividend rights and rights upon the liquidation, winding-up or dissolution of the Corporation,
ranks: (i) senior to all Junior Stock; (ii) on a parity with all Parity Stock; and (iii) junior to all Senior Stock,
in each case as provided more fully herein.


 


2)            Definitions.
As used herein, the following terms shall have the following meanings:


 


(a)       “Accumulated
Dividends” shall mean, with respect to any share of Preferred Stock, as of any date, the aggregate accumulated and unpaid
dividends, whether or not declared, on such share from the Issue Date until the most recent Dividend Payment Date on or prior to
such date. There shall be no Accumulated Dividends with respect to any share of Preferred Stock prior to the Issue Date. For the
avoidance of doubt, dividends that have been paid in Preferred Stock or Common Stock shall not be included in Accumulated Dividends.


 


 


 


 





 



1
Note to Draft: Amount to be total Preferred Shares
issued in the Preferred Offering.


 






     


     


    

 


(b)       “Affiliate”
shall have the meaning ascribed to it, on the date hereof, under Rule 144 of the Securities Act.


 


(c)       “Agent
Members” shall have the meaning specified in Section 15(a).


 


(d)       “Approved
Stock Plan” shall mean any employee benefit plan which has been approved by the Board and the Corporation’s stockholders,
pursuant to which the Corporation’s securities may be issued to any employee, officer, consultant or director for services
provided to the Corporation or its Subsidiaries.


 


(e)       “Base
Conversion Price” shall mean an amount equal to $12.50.


 


(f)       “Beneficial
Ownership Limitation” shall mean, with respect to any Holder, 9.99% of the number of shares of Common Stock outstanding
after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Stock held by such Holder.


 


(g)       “Bloomberg”
shall mean Bloomberg Financial Markets.


 


(h)       “Board”
shall mean the Board of Directors of the Corporation or, with respect to any action to be taken by the Board of Directors, any
committee of the Board of Directors duly authorized to take such action, except that for purposes of the definition of “Fundamental
Change,” the Board shall refer to the full Board of Directors of the Corporation.


 


(i)       “Business
Day” shall mean any day other than a Saturday, Sunday or other day on which the Federal Reserve Bank of New York is authorized
or required by law or executive order to close or be closed.


 


(j)       “Capital
Stock” shall mean, for any entity, any and all shares, interests, rights to purchase, warrants, options, participations
or other equivalents of or interests in (however designated) stock issued by that entity.


 


(k)       “Certificated
Notice of Conversion” shall have the meaning specified in Section 8(b)(ii)(A).


 


(l)       “close
of business” shall mean 5:00 p.m. (New York City time).


 


(m)       “Closing
Sale Price” of the Common Stock on any date shall mean the closing sale price per share (or if no closing sale price
is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing
bid and the average closing ask prices) of the Common Stock on such date as reported on the NYSE American or, if the Common Stock
is not listed on the NYSE American, on the principal other national or regional securities exchange on which the Common Stock is
then listed or, if the Common Stock is not listed on a national or regional securities exchange, on the principal other market
on which the Common Stock is then listed, quoted or admitted for trading. In the absence of such a quotation, the Closing Sale
Price shall be the average of the midpoint of the last bid and ask prices for the Common Stock on the relevant date from each of
at least three nationally recognized independent investment banking firms selected by the Corporation for this purpose.


 


(n)       “Common
Stock” shall mean the common stock, par value $0.0001 per share, of the Corporation, subject to Section 8(j).


 


(o)       “Conversion
Agent” shall have the meaning set forth in Section 14(a).


 


(p)       “Conversion
Cap” shall have the meaning set forth in Section 8(a).


 


(q)       “Conversion
Date” shall have the meaning specified in Section 8(b).


 


(r)       “Conversion
Instruction” shall have the meaning specified in Section 8(b)(i).


 






    A-2 


     


    

 


(s)       “Conversion
Price” shall mean, at any time, the Liquidation Preference divided by the Conversion Rate in effect at such time.


 


(t)       “Conversion
Rate” shall have the meaning specified in Section 8(a).


 


(u)       “Convertible
Securities” shall mean any stock or securities (other than Options) directly or indirectly convertible into or exercisable
or exchangeable for shares of Common Stock, including the Corporation’s warrants.


 


(v)       “Depositary”
shall have the meaning specified in Section 15(a).


 


(w)       “Distributed
Property” shall have the meaning specified in Section 8(e)(iii).


 


(x)       “Dividend
Payment Date” shall mean [●], [●], [●] and [●] of each year, commencing on the first such date after
the date of the first issuance of the Preferred Stock.


 


(y)       “Dividend
Rate” shall mean the rate per annum of 7.00% per share of Preferred Stock on the Liquidation Preference.


 


(z)       “Dividend
Record Date” shall mean, with respect to any Dividend Payment Date, the [●], [●], [●] or [●], as
the case may be, immediately preceding such Dividend Payment Date.


 


(aa)     “Dividends” shall
have the meaning specified in Section 3(a).


 


(bb)    “DTC” means The
Depository Trust Corporation.


 


(cc)     “Effective Date”
shall mean the date on which a Fundamental Change event occurs or becomes effective, except that, as used in Section 8(e),
Effective Date shall mean the first date on which the shares of the Common Stock trade on the applicable exchange or market, regular
way, reflecting the relevant share split or share combination, as applicable.


 


(dd)    “Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


(ee)     “Excluded Securities”
shall mean any Common Stock issued or issuable (i) in connection with any Approved Stock Plan; (ii) upon conversion or
redemption of the Preferred Stock; (iii) upon exercise of any Options or Convertible Securities which are outstanding on the
Issue Date; or (iv) shares issuable pursuant to the terms of Section 5.18 of that certain Purchase Agreement dated as of June 25,
2018, by and between JFL-NRC-SES Partners, LLC and Hennessy Capital Acquisition Corp. III; provided, that the terms of such
Options or Convertible Securities are not amended, modified or changed in any material respect on or after the Issue Date.


 


(ff)       “Ex-Date,” when
used with respect to any issuance, dividend or distribution on the Common Stock, shall mean the first date on which the Common
Stock trades on the applicable exchange or in the applicable market, regular way, without the right to receive such issuance, dividend
or distribution from the Corporation or, if applicable, from the seller of the Common Stock on such exchange or market (in the
form of due bills or otherwise) as determined by such exchange or market.


 


(gg)
   “Final Mandatory Conversion Period” shall have the meaning specified in Section 9(c).


 


(hh)
   “First Mandatory Conversion Period” shall have the meaning specified in Section 9(a).


 


(ii)       “First
Mandatory Conversion Premium” shall have the meaning specified in Section 9(a).


 






    A-3 


     


    

 


(jj)       “Fundamental Change”
shall be deemed to have occurred at any time after the Preferred Stock is originally issued if any of the following occurs:


 


(i)       a
“person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than any of the
Corporation or any of its Affiliates or Subsidiaries, and the employee benefit plans of the Corporation and its Subsidiaries, has
become the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of more than
50% of the voting power in the aggregate of all classes of Capital Stock then outstanding entitled to vote generally in elections
of the Board;


 


(ii)       the
consummation of (A) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from
a subdivision or combination) as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities,
other property or assets; (B) any share exchange, consolidation or merger of the Corporation with any Person (other than any
of the Corporation’s Subsidiaries) pursuant to which the Common Stock will be converted into cash, securities or other property;
or (C) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the
consolidated assets of the Corporation and its Subsidiaries, taken as a whole, including pursuant to a merger transaction, to any
Person (other than one of the Corporation’s Subsidiaries); provided, however, that any merger solely for the
purpose of changing the Corporation’s jurisdiction of incorporation, and resulting in a reclassification, conversion or exchange
of outstanding shares of Common Stock solely into shares of common stock of the surviving entity, shall not be a Fundamental Change;


 


(iii)       the
stockholders of the Corporation approve any plan or proposal for the liquidation or dissolution of the Corporation;


 


(iv)       the
Common Stock (or other Reference Property) ceases to be listed or quoted on any of the New York Stock Exchange, the NYSE American
or The Nasdaq Stock Market (or any of their respective successors); or


 


(v)       the
number of shares of the Common Stock (or other Reference Property) held by beneficial holders and holders of record who are not,
either directly or indirectly, an executive officer or director of the Corporation, or the beneficial holder of more than 10% of
the total shares of the Common Stock (or other Reference Property) outstanding is less than 50% of the number of shares of the
Common Stock (or other Reference Property) that would be issued if all shares of the Preferred Stock were converted into shares
of the Common Stock (or other Reference Property) in accordance with Section 8(a) (determined without regard to the Conversion
Cap, the Beneficial Ownership Limitation or the Permitted Percentage Limitation);


 


provided, however, that a transaction or transactions
described in clause (i) or (ii) above shall not constitute a Fundamental Change, if at least 90% of the consideration received
or to be received by the common stockholders of the Corporation, excluding cash payments for fractional shares and cash payments
made pursuant to dissenters’ appraisal rights, in connection with such transaction or transactions consists of shares of
common stock and as a result of such transaction or transactions the Preferred Stock becomes convertible into such consideration
pursuant to the terms hereof.


 


(kk)     “Fundamental Change Additional
Shares” shall mean, in respect of a Fundamental Change, such number of shares as is set forth under the Acquisition Price
Per Share applicable to such Fundamental Change, and beside the date indicating the last day of the 12-month period in which the
Effective Date of such Fundamental Change occurred, on Annex A hereto.


 


(ll)       “Fundamental
Change Notice” shall have the meaning specified in Section 5(a).


 


(mm)   “Global
Preferred Share” shall have the meaning specified in Section 15(a).


 


(nn)    “Global Shares Legend”
shall have the meaning specified in Section 15(a).


 


(oo)    “Holder”
or “holder” shall mean a holder of record of the Preferred Stock.


 


(pp)    Holder Stock Price”
shall have the meaning specified in Section 5(b).


 






    A-4 


     


    

 


(qq)    “Issue Date”
shall mean [●], 2018, the original date of issuance of the Preferred Stock.


 


(rr)      “Junior Stock”
shall mean Common Stock and any class of Capital Stock or series of preferred stock established after the Issue Date, the terms
of which expressly provide that such class or series will rank junior to the Preferred Stock as to dividend rights or rights upon
the liquidation, winding-up or dissolution of the Corporation.


 


(ss)     “Liquidation Preference”
shall mean $100.00 per share of Preferred Stock.


 


(tt)      “Mandatory Conversion Date”
shall have the meaning specified in Section 9(d).


 


(uu)    “Material Change”
shall mean any change (i) expediting the commencement of the First Mandatory Conversion Period, the Second Mandatory Conversion
Period or the Final Mandatory Conversion Period, (ii) reducing the First Mandatory Conversion Premium, the Second Mandatory
Conversion Premium, the Dividend Rate or the Liquidation Preference, (iii) increasing the Base Conversion Price or (iv) any
change that impairs the Seven-Year Holder Conversion Right.


 


(vv)    “Notice of Conversion”
shall mean, as applicable, a Conversion Instruction or a Certificated Notice of Conversion.


 


(ww)   “NYSE American”
shall mean the NYSE American (f/k/a NYSE MKT) market (or its successor).


 


(xx)      “Officer”
shall mean the Chief Executive Officer, the President, any Vice President, the Treasurer, any Assistant Treasurer, the Secretary
or any Assistant Secretary of the Corporation.


 


(yy)    “open of business”
shall mean 9:00 a.m. (New York City time).


 


(zz)     “Options” shall
mean any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.


 


(aaa)  “Outstanding”
shall mean, when used with respect to Preferred Stock, as of any date of determination, all Preferred Stock theretofore authenticated
and delivered under this Certificate of Designations, except shares of Preferred Stock as to which any property deliverable upon
conversion thereof has been delivered and required to be cancelled pursuant to Sections 5, 8 or 9.


 


(bbb)  “Parity Stock”
shall mean any class of Capital Stock or series of preferred stock established after the Issue Date, the terms of which expressly
provide that such class or series will rank on a parity with the Preferred Stock as to dividend rights, and/or rights upon the
liquidation, winding-up or dissolution of the Corporation and/or voting rights.


 


(ccc)  “Paying Agent”
shall have the meaning set forth in Section 14(a).


 


(ddd)  “Permitted Percentage
Limitation” shall mean, with respect to the Common Stock (or any other class or series of the Corporation’s capital
stock), after giving effect to the issuance of shares of Common Stock (or any other class or series of the Corporation’s
capital stock) issuable upon conversion of Preferred Stock held by any Holder, 24% of the number of shares of Common Stock (or
any other class or series of the Corporation’s capital stock) issued and outstanding being beneficially owned by Non-U.S.
Citizens (as defined in the Certificate of Incorporation) in the aggregate.


 


(eee) “Person” shall
mean any individual, corporation, general partnership, limited partnership, limited liability partnership, joint venture, association,
joint-stock company, trust, limited liability company, unincorporated organization or government or any agency or political subdivision
thereof.


 






    A-5 


     


    

 


(fff)    “Record Date”
shall mean, with respect to any dividend, distribution or other transaction or event in which the holders of the Common Stock or
the Preferred Stock (or other applicable security) have the right to receive any cash, securities or other property or in which
the Common Stock or the Preferred Stock (or such other security) is exchanged for or converted into any combination of cash, securities
or other property, the date fixed for determination of holders of the Common Stock or the Preferred Stock (or such other security)
entitled to receive such cash, securities or other property (whether such date is fixed by the Board, statute, contract or otherwise).


 


(ggg)  “Reference Property”
shall have the meaning specified in Section 8(j).


 


(hhh)  “Registrar”
shall have the meaning set forth in Section 12.


 


(iii)      “Reorganization
Event” shall have the meaning specified in Section 8(j).


 


(jjj)      “Required Holders”
means any Holder that acquired the Preferred Stock on the Issue Date (solely for the purposes of this definition, treating any
Holder and its Affiliates (or any other funds or accounts managed by the same investment manager) that are Holders as a singular
Holder) that, as of any time, continues to own at least 14.99% of the shares of Preferred Stock originally issued.


 


(kkk)   “Resale Restriction Termination
Date” shall have the meaning specified in Section 13(a).


 


(lll)      “Restricted Securities”
shall have the meaning specified in Section 13(a).


 


(mmm)
“Rule 144” shall mean Rule 144 as promulgated under the Securities Act.


 


(nnn)  “SEC” or “Commission”
shall mean the Securities and Exchange Commission.


 


(ooo)  “Second
Mandatory Conversion Period” shall have the meaning specified in Section 9(b).


 


(ppp)  “Second Mandatory Conversion
Premium” shall have the meaning specified in Section 9(b).


 


(qqq)  “Securities Act”
shall mean the Securities Act of 1933, as amended.


 


(rrr)     “Senior Stock”
shall mean any class of the Corporation’s Capital Stock or series of preferred stock established after the Issue Date, the
terms of which expressly provide that such class or series will rank senior to the Preferred Stock as to dividend rights and/or
rights upon the liquidation, winding-up or dissolution of the Corporation.


 


(sss)   “Seven-Year Holder Conversion
Right” shall have the meaning specified in Section 8(a).


 


(ttt)     “Shareholder Approval”
shall mean all approvals, if any, of the shareholders of the Corporation necessary for purposes of Section 713(a) of the NYSE American
Company Guide or the terms hereof, including without limitation, to approve (i) the conversion of the Preferred Stock into
shares of Common Stock, (ii) the voting rights of the Preferred Stock, and (iii) the payment of additional Preferred
Stock or Common Stock as Dividends.


 


(uuu)  “Spin-Off” shall
have the meaning specified in Section 8(e)(iii).


 


(vvv)  “Subsidiary”
shall mean, with respect to any Person, any corporation, association, partnership or other business entity of which more than 50%
of the total voting power of shares of Capital Stock or other interests (including partnership interests) entitled (without regard
to the occurrence of any contingency) to vote in the election of directors, managers, general partners or trustees thereof is at
the time owned or controlled, directly or indirectly, by (i) such Person; (ii) such Person and one or more Subsidiaries
of such Person; or (iii) one or more Subsidiaries of such Person.


 






    A-6 


     


    

 


(www)
“Trading Day” shall mean a day during which trading in the Common Stock generally occurs on the NYSE
American or, if the Common Stock is not listed on the NYSE American, on the principal other national or regional securities
exchange on which the Common Stock is then listed or, if the Common Stock is not listed on a national or regional securities
exchange, on the principal other market on which the Common Stock is then listed or admitted for trading. If the Common Stock
is not so listed or traded, Trading Day means a Business Day.


 


(xxx)    “Transfer
Agent” shall have the meaning set forth in Section 12.


 


(yyy)  “Weighted Average Price”
shall mean for any security as of any Trading Day, the per share volume-weighted average price for such security as displayed under
the heading “Bloomberg VWAP” on Bloomberg page Ticker <HCAC> VWAP (or its equivalent successor if such page is
not available) in respect of the period from 9:30:01 a.m. to 4:00:00 p.m., New York City time, on such Trading Day or,
if no weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid
price and the lowest closing ask price of any of the market makers for such security as reported in the OTC Link or “pink
sheets” by OTC Markets Group Inc. (formerly Pink OTC Markets Inc.). If the Weighted Average Price cannot be calculated for
a security on a particular date on any of the foregoing bases, the Weighted Average Price of such security on such date shall be
the fair market value as mutually determined by the Corporation and a majority of the Holders. All such determinations are to be
appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction during the
applicable calculation period.


 


3)       Dividends.


 


(a)       Holders
of shares of Preferred Stock shall be entitled to receive, when, as and if declared by the Board out of funds of the Corporation
legally available for payment, cumulative dividends at the Dividend Rate (“Dividends”). Dividends on the Preferred
Stock shall be paid quarterly in arrears at the Dividend Rate in cash or, at the election of the Corporation, subject to receipt
of any necessary Shareholder Approval (to the extent necessary), in Common Stock as provided pursuant to Section 4. For the
avoidance of doubt, unless prohibited by applicable law, (i) the Board shall not fail to declare such Dividends on Preferred
Stock and (ii) notwithstanding anything contained herein to the contrary, dividends on the Preferred Stock shall accrue for
all fiscal periods during which the Preferred Stock is outstanding, regardless of whether the Corporation has earnings in any such
period, whether there are funds legally available for the payment of such dividends and whether or not such dividends are authorized
or declared. Dividends shall be payable in arrears on each Dividend Payment Date to the holders of record of Preferred Stock as
they appear on the Corporation’s stock register at the close of business on the relevant Dividend Record Date. Dividends
payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during such period) shall
be computed on the basis of a 360-day year consisting of twelve 30-day months.


 


(b)       No
dividend shall be declared or paid upon, or any sum set apart for the payment of dividends upon, any Outstanding share of the Preferred
Stock with respect to any dividend period unless all dividends for all preceding dividend periods have been declared and paid,
or declared and a sufficient sum has been set apart for the payment of such dividend, upon all Outstanding shares of Preferred
Stock.


 


(c)       No
dividends or other distributions (other than a dividend or distribution payable solely in shares of Parity Stock or Junior Stock
(in the case of Parity Stock) or Junior Stock (in the case of Junior Stock) and cash in lieu of fractional shares) may be declared,
made or paid, or set apart for payment upon, any Parity Stock or Junior Stock, nor may any Parity Stock or Junior Stock be redeemed,
purchased or otherwise acquired for any consideration (or any money paid to or made available for a sinking fund for the redemption
of any Parity Stock or Junior Stock) by the Corporation or on behalf of the Corporation (except by (i) conversion into or exchange
for shares of Parity Stock or Junior Stock (in the case of Parity Stock) or Junior Stock (in the case of Junior Stock) and cash
solely in lieu of fractional shares of Parity Stock or Junior Stock (in the case of Parity Stock) or Junior Stock (in the case
of Parity Stock) and (ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant
to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental
authority), unless all Accumulated Dividends (as of the date of such declaration, payment, redemption, purchase or acquisition)
shall have been or contemporaneously are declared and paid in cash. Further, no dividends or other distributions (other than a
dividend or distribution payable solely in shares of Junior Stock and cash in lieu of fractional shares) may be declared, made
or paid, or set apart for payment upon, any Junior Stock (except payments in connection with the satisfaction of employees’
tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite
amounts to the appropriate governmental authority) unless the payment of the dividend in respect of the Preferred Stock for the
most recent dividend period ending on or prior to the date of such declaration or payment has been declared and paid in cash or
declared and a sum of cash sufficient for the payment thereof has been set aside for such payment. Notwithstanding the foregoing,
if full dividends have not been paid on the Preferred Stock and any Parity Stock, dividends may be declared and paid on the Preferred
Stock and such Parity Stock so long as the dividends are declared and paid pro rata so that the amounts of dividends
declared per share on the Preferred Stock and such Parity Stock shall in all cases bear to each other the same ratio that accumulated
and unpaid dividends per share on the shares of Preferred Stock and such Parity Stock bear to each other at the time of declaration.


 






    A-7 


     


    

 


(d)       Holders
of shares of Preferred Stock shall not be entitled to any dividend, whether payable in cash, property or stock, in excess of full
cumulative dividends (it being understood that this Section 3(d) shall not limit the Corporation’s obligations pursuant
to Section 3(a).


 


(e)       If
any Dividend Payment Date falls on a day that is not a Business Day, the required payment will be on the next succeeding Business
Day and no interest or dividends on such payment will accrue or accumulate as the case may be, in respect of the delay.


 


(f)       The
holders of shares of Preferred Stock at the close of business on a Dividend Record Date shall be entitled to receive the dividend
payment on those shares on the corresponding Dividend Payment Date notwithstanding the conversion of such shares in accordance
with Sections 8 or 9 following such Dividend Record Date or the Corporation’s default in payment of the dividend due
on such Dividend Payment Date. In the case of conversion of shares of Preferred Stock pursuant to Section 5 following the
close of business on a Dividend Record Date but prior to the corresponding Dividend Payment Date, the holders of such shares shall
not be entitled to receive the corresponding dividend payment following conversion (it being understood that the value thereof
is included in the conversion terms set forth in Section 5).


 


(g)       Notwithstanding
anything herein to the contrary, to the extent that any Holder’s right to participate in any Dividend would result in the
Holder exceeding the Beneficial Ownership Limitation or the Permitted Percentage Limitation, then the rights appurtenant to such
Dividend to which such Holder is entitled pursuant hereto shall be limited to the same extent provided in Section 11 hereof.


 


(h)       Except
as provided in Section 8 the Corporation shall make no payment or allowance for unpaid dividends, whether or not in arrears,
on converted shares of Preferred Stock or for dividends on the shares of Common Stock issued upon conversion.


 


4)       Method
of Payment of Dividends.


 


(a)       Subject
to the restrictions set forth herein, the Corporation may elect to pay any dividend on the Preferred Stock: (i) in cash; (ii) by
delivery of shares of Common Stock; or (iii) through any combination of cash and Common Stock.


 


(b)       If
the Corporation elects to make a dividend payment, or any portion thereof, in shares of Common Stock, the number of shares deliverable
shall be (i) the cash amount of such dividend payment that would apply if no payment were to be made in Common Stock, or such
portion, divided by (ii) the product of (x) the Weighted Average Price of the Common Stock for each of
the 10 consecutive Trading Days ending on the second Trading Day immediately preceding such Dividend Payment Date (as equitably
adjusted by the Board to the extent necessary for any stock splits, combinations or like transactions); multiplied by (y) 0.95;
provided, that at least 2 Trading Days prior to the beginning of the averaging period described in (ii)(x) above, the Corporation
shall provide written notice of such election to the Holder.


 


(c)       The
Corporation shall make each dividend payment on the Preferred Stock in cash, except to the extent the Corporation elects to make
all or any portion of such payment in shares of the Common Stock (or any combination thereof) as set forth above. The Corporation
shall give Holders notice of any such election and the portion of such payment that will be made in cash and the portion that will
be made in shares of the Common Stock no later than 12 Trading Days prior to the Dividend Payment Date for such dividend.


 






    A-8 


     


    

 


5)       Conversion
Upon a Fundamental Change.


 


(a)       The
Corporation must give notice (a “Fundamental Change Notice”) of each Fundamental Change to all Holders of the
Preferred Stock no later than 10 Business Days prior to the anticipated Effective Date (determined in good faith by the Board)
of the Fundamental Change or, if not practicable because the Corporation is unaware of the Fundamental Change, as soon as reasonably
practicable but in any event no later than one (1) Business Day after the Corporation becomes aware of such Fundamental Change.


 


(b)       Within
15 days following the Effective Date of such Fundamental Change, each Outstanding share of the Preferred Stock shall (subject
to the limitations set forth in Section 11), at the election of the Holder thereof pursuant to the delivery of a Notice of
Conversion, be converted into a number of shares of Common Stock equal to (i) the greater of (A) the sum of the Conversion
Rate on the Effective Date of such Fundamental Change plus the Fundamental Change Additional Shares and (B) the quotient
of (x) the Liquidation Preference, divided by (y) the greater of (1) the applicable Holder Stock Price
and (2) 66 2/3% of the Closing Sale Price of the Common Stock on the Issue Date (it being understood that for purposes of
this Section 5(b) the Closing Sale Price shall be adjusted proportionally in the event of any stock split, stock dividend,
issuance of rights, options or warrants or other event that would result in an adjustment to the Conversion Rate pursuant to Section 8(e))
plus (ii) the number of shares of the Common Stock that would be issued if any and all accumulated and unpaid dividends were
paid in shares of the Common Stock in accordance with the terms hereof. Notwithstanding anything contained herein to the contrary,
prior to the receipt of Shareholder Approval, shares of Preferred Stock shall not be convertible pursuant to this Section 5
in the aggregate into more than the Conversion Cap. As used herein, “Holder Stock Price” means (i) in the
case of a Fundamental Change in which the Holders of Common Stock will receive only cash consideration, the price to be paid (or
deemed paid) per share of Common Stock in such Fundamental Change transaction and (ii) in all other cases, the average Closing
Sale Price of the Common Stock on the 10 consecutive Trading Days immediately preceding the Effective Date of the Fundamental Change.


 


(c)       The
Fundamental Change Notice shall be given by first-class mail to each record holder of shares of Preferred Stock, at such Holder’s
address as the same appears on the books of the Corporation. Each such notice shall state (i) the anticipated Effective Date
and (ii) that dividends on the Preferred Stock to be converted will cease to accrue on the date immediately preceding the
Effective Date of the Fundamental Change.


 


(d)       Whenever
any provision of this Certificate of Designations requires the Corporation to calculate the Weighted Average Price or Closing Sale
Price for purposes of a Fundamental Change over a span of multiple days, the Board shall make appropriate adjustments to account
for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where
the Record Date of the event occurs, at any time during the period when such Weighted Average Prices or Closing Sale Prices are
to be calculated.


 


6)       Voting.
The shares of Preferred Stock shall have no voting rights except as set forth in this Section 6 or otherwise required by Delaware
law. So long as any shares of Preferred Stock remain Outstanding, unless a greater percentage shall then be required by law, the
Corporation shall not, without the affirmative vote or consent of (a) the Holders of at least 50.1% of the shares of Preferred
Stock Outstanding at the time, voting together as a single class with all series of Parity Stock upon which similar voting rights
have been conferred and are exercisable, given in person or by proxy, either in writing or at a meeting, amend, alter or repeal
the provisions of the Certificate of Incorporation, whether by merger, consolidation or otherwise, so as to materially and adversely
affect any right, preference, privilege or voting powers of the shares of Preferred Stock; provided, however, that
so long as any shares of Preferred Stock remain Outstanding with the terms thereof materially unchanged, such amendment, alteration
or repeal shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of Holders
of the shares of Preferred Stock and, provided further, that any increase in the amount of authorized preferred stock (including,
without limitation, additional Preferred Stock) or the creation or issuance of any additional shares of Preferred Stock or other
series of preferred stock, or any increase in the amount of authorized shares of such series, in each case of Parity Stock or Junior
Stock, shall not be deemed to materially and adversely affect the rights, preferences, privileges or voting powers of Holders of
shares of Preferred Stock specified herein and (b) for so long as there is any Required Holder, the Required Holder(s), given
in person or by proxy, either in writing or at a meeting, amend, alter or repeal the provisions of the Certificate of Incorporation,
whether by merger, consolidation or otherwise, so as to effect a Material Change.


 






    A-9 


     


    

 


7)       Liquidation
Rights.


 


(a)       In
the event of any liquidation, winding-up or dissolution of the Corporation, whether voluntary or involuntary, each Holder of shares
of Preferred Stock shall be entitled to receive and to be paid out of the assets of the Corporation available for distribution
to its stockholders the Liquidation Preference plus all accumulated and unpaid dividends in respect of the Preferred Stock (whether
or not declared) to the date fixed for liquidation, winding-up or dissolution in preference to the holders of, and before any payment
or distribution is made on, any Junior Stock, including, without limitation, the Common Stock.


 


(b)       Neither
the sale (for cash, shares of stock, securities or other consideration) of all or substantially all the assets or business of the
Corporation (other than in connection with the liquidation, winding-up or dissolution of the Corporation) nor the merger or consolidation
of the Corporation into or with any other Person shall be deemed to be a liquidation, winding-up or dissolution, voluntary or involuntary,
for the purposes of this Section 7.


 


(c)       After
the payment to the Holders of the shares of Preferred Stock of full preferential amounts provided for in this Section 7, the
Holders of Preferred Stock as such shall have no right or claim to any of the remaining assets of the Corporation.


 


(d)       In
the event the assets of the Corporation available for distribution to the Holders of shares of Preferred Stock and holders of shares
of Parity Stock upon any liquidation, winding-up or dissolution of the Corporation, whether voluntary or involuntary, shall be
insufficient to pay in full all amounts to which such Holders are entitled pursuant to this Section 7, no such distribution
shall be made on account of any shares of Parity Stock upon such liquidation, dissolution or winding-up unless proportionate distributable
amounts shall be paid on account of the shares of Preferred Stock, equally and ratably, in proportion to the full distributable
amounts for which holders of all Preferred Stock and of any Parity Stock are entitled upon such liquidation, winding-up or dissolution.


 


8)       Conversion.


 


(a)       Each
Holder of Preferred Stock shall have the right at any time, at its option, to convert, subject to the terms and provisions of this
Section 8 and subject to the limitations set forth in Section 11, any or all of such Holder’s shares of Preferred Stock
into Common Stock at a conversion rate equal to the quotient of (i) the Liquidation Preference; divided by (ii) the
Base Conversion Price (subject to adjustment as provided in this Section 8, the “Conversion Rate”) per
share of Preferred Stock. Notwithstanding the foregoing, but subject to the Conversion Cap, each Holder of Preferred Stock shall
have the right (the “Seven-Year Holder Conversion Right”) at any time after the seven-year anniversary of the
Issue Date, if the then-current Conversion Price exceeds the Weighted Average Price for the Common Stock during any 10 consecutive
Trading Days, at its option by delivery of a Notice of Conversion in accordance with Section 8(b) below no later than 5 Business
Days following such 10th consecutive Trading Day, to convert any or all of such Holder’s shares of Preferred Stock
into, at the Corporation’s sole discretion, either Common Stock, cash or a combination of Common Stock and cash; provided,
that the Corporation shall provide such converting Holder notice of its election within 2 Trading Days of receipt of the Notice
of Conversion; provided further, that in the event the Corporation elects to issue Common Stock for all or a portion of
such conversion, the “Conversion Rate” for such conversion (subject to the limitations set forth in Section 11)
shall mean the quotient of the Liquidation Preference divided by the average Weighted Average Price for the Common Stock
during the 20 consecutive Trading Days commencing on the Trading Day immediately following the Trading Day on which the Corporation
provided such notice. If the Corporation does not elect a settlement method prior to the deadline set forth, the Corporation shall
be deemed to have elected to settle the conversion entirely in Common Stock. Notwithstanding anything to the contrary herein, prior
to the receipt of Shareholder Approval, shares of Preferred Stock shall not be converted pursuant to this Section 8 in the
aggregate into more than 19.99% of the shares of Common Stock outstanding on the Issue Date (subject to appropriate adjustment
in the event of a stock split, stock dividend, combination or other similar recapitalization) (such limitation, the “Conversion
Cap”). Upon conversion of any share of Preferred Stock, the Corporation shall deliver to the converting Holder, in respect
of each share of Preferred Stock being converted, a number of shares of Common Stock equal to the Conversion Rate, together with
a cash payment in lieu of any fractional share of Common Stock in accordance with Section 10, on the second Business Day immediately
following the relevant Conversion Date; provided, that upon any Holder’s election to convert any share or shares of
Preferred Stock pursuant to the second sentence of this Section 8(a) the Corporation shall have the option to deliver the
applicable conversion value (or any portion thereof) in cash in lieu of shares of Common Stock, after providing such Holder at
least 2 Business Days’ prior written notice of its election pursuant to this proviso; provided further, that any such
payment in cash in lieu of shares of Common Stock shall be made in an amount equal to the Liquidation Preference for every whole
share of Preferred Stock so converted; provided further, that if the conversion value consists (x) solely of cash,
then the Corporation shall deliver such cash payment to the Holder no later than 2 Trading Days from the receipt of the Notice
of Conversion or (y) partially of cash, then the Corporation shall deliver such cash payment to the Holder simultaneously
with the delivery of the Common Stock included in the conversion value.


 






    A-10 


     


    

 


(b)       Before
any Holder shall be entitled to convert a share of Preferred Stock as set forth above, such Holder who:


 


(i)       holds
a beneficial interest in a Global Preferred Share must deliver to DTC the appropriate instruction form for conversion pursuant
to DTC’s conversion program (a “Conversion Instruction”) and, if required, pay all transfer or similar
taxes or duties, if any; or


 


(ii)       holds
Preferred Stock in definitive, certificated form must:


 


(A)       manually
sign and deliver an irrevocable notice to the office of the Conversion Agent as set forth in the Form of Certificated Notice of
Conversion (or a facsimile thereof) in the form included in Exhibit A hereto (a “Certificated Notice of Conversion”)
and state in writing therein the number of shares of Preferred Stock to be converted and the name or names (with addresses) in
which such Holder wishes the certificate or certificates for any shares of Common Stock, if any, to be delivered and registered;


 


(B)       surrender
such shares of Preferred Stock, at the office of the Conversion Agent;


 


(C)       if
required, furnish appropriate endorsements and transfer documents; and


 


(D)       if
required, pay all transfer or similar taxes or duties, if any.


 


The Conversion Agent shall notify the Corporation of any pending
conversion pursuant to this Section 8 on the Conversion Date for such conversion. The date on which a Holder complies with
the procedures in this clause (b) is the “Conversion Date.” If more than one share of Preferred Stock shall
be surrendered for conversion at one time by the same Holder, the number of shares of Common Stock to be delivered upon conversion
of such shares of Preferred Stock shall be computed on the basis of the aggregate number of shares of Preferred Stock so surrendered.


 


(c)       With
respect to any conversion of shares of Preferred Stock:


 


(i)       if
there shall have been surrendered certificate or certificates, as the case may be, representing a greater number of shares of Preferred
Stock than the number of shares of Preferred Stock to be converted, the Corporation shall execute and the Registrar shall countersign
and deliver to such Holder or such Holder’s designee, at the expense of the Corporation, a new certificate or certificates,
as the case may be, representing the number of shares of Preferred Stock that shall not have been converted; and


 


(ii)       if
the shares of Preferred Stock converted are held in book-entry form through the facilities of the Depositary, promptly following
the relevant Conversion Date, the Corporation shall cause the Transfer Agent and Registrar to reduce the number of shares of Preferred
Stock represented by the global certificate by making a notation on Schedule I attached to the relevant Global Preferred Share.


 






    A-11 


     


    

 


(d)       Immediately
prior to the close of business on the Conversion Date with respect to a conversion, a converting Holder of Preferred Stock shall
be deemed to be the holder of record of the Common Stock issuable upon conversion of such Holder’s Preferred Stock notwithstanding
that the share register of the Corporation shall then be closed or that certificates representing such Common Stock, if any, shall
not then be actually delivered to such Holder. On the date of any conversion, all rights with respect to the shares of Preferred
Stock so converted, including the rights, if any, to receive notices, shall terminate, excepting only the rights of holders thereof
(i) pursuant to Section 3(f) and (ii) to (A) receive certificates for the number of whole shares of Common
Stock, if any, into which such shares of Preferred Stock have been converted (with a cash payment in lieu of any fractional share
of Common Stock in accordance with Section 10) and (B) exercise the rights to which they are thereafter entitled as holders
of Common Stock, if any.


 


(e)       The
Conversion Rate shall be adjusted, without duplication, upon the occurrence of any of the following events:


 


(i)       If
the Corporation exclusively issues shares of Common Stock as a dividend or distribution on all shares of its Common Stock, or if
the Corporation effects a share split or share combination, the Conversion Rate shall be adjusted based on the following formula:


 





 


where,


 


	 	
        CR0
	=	the Conversion Rate in effect immediately prior to the close of business on the Record Date for such dividend or distribution, or immediately prior to the open of business on the Effective Date of such share split or share combination, as the case may be;
	 	CR1	=	the Conversion Rate in effect immediately after the close of business on the Record Date for such dividend or distribution, or immediately after the open of business on the Effective Date of such share split or share combination, as the case may be;
	 	OS0	=	the number of shares of Common Stock outstanding immediately prior to the close of business on the Record Date for such dividend or distribution, or immediately prior to the open of business on the Effective Date of such share split or share combination, as the case may be; and
	 	OS1	=	the number of shares of Common Stock outstanding immediately after giving effect to such dividend or distribution, or such share split or share combination, as the case may be.


 


Any adjustment made under this Section 8(e)(i)
shall become effective immediately after the close of business on the Record Date for such dividend or distribution, or immediately
after the open of business on the Effective Date for such share split or share combination, as the case may be. If any dividend
or distribution of the type described in this Section 8(e)(i) is declared but not so paid or made, the Conversion Rate shall
be immediately readjusted, effective as of the date the Board determines not to pay such dividend or distribution, to the Conversion
Rate that would then be in effect if such dividend or distribution had not been declared.


 






    A-12 


     


    

 


(ii)       If
the Corporation distributes to all or substantially all holders of its Common Stock any rights, options or warrants entitling them,
for a period expiring not more than 60 days immediately following the announcement date of such distribution, to purchase
or subscribe for shares of its Common Stock at a price per share that is less than the average of the Closing Sale Prices of the
Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Date
of such distribution, the Conversion Rate shall be increased based on the following formula:


 





 


where,


 


	 	
        CR0
	=	the Conversion Rate in effect immediately prior to the close of business on the Record Date for such distribution;
	 	CR1	=	the Conversion Rate in effect immediately after the close of business on the Record Date for such distribution;
	 	OS 0	=	the number of shares of Common Stock outstanding immediately prior to the close of business on the Record Date for such distribution;
	 	X	=	the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and
	 	Y	=	the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Date of such distribution.


 


Any increase made under this Section 8(e)(ii)
shall be made successively whenever any such rights, options or warrants are distributed and shall become effective immediately
after the close of business on the Record Date for such distribution. To the extent that shares of Common Stock are not delivered
after the expiration of such rights, options or warrants, the Conversion Rate shall be readjusted, effective as of the date of
such expiration, to the Conversion Rate that would then be in effect had the increase with respect to the distribution of such
rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered.
If such rights, options or warrants are not so distributed, the Conversion Rate shall be decreased, effective as of the date the
Board determines not to make such distribution, to be the Conversion Rate that would then be in effect if such Record Date for
such distribution had not occurred. If such rights, options or warrants are only exercisable upon the occurrence of certain triggering
events, then the Conversion Rate shall not be adjusted until the triggering events occur.


 


For purposes of this Section 8(e)(ii) in determining
whether any rights, options or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such
average of the Closing Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the
Trading Day immediately preceding the Ex-Date of such distribution, and in determining the aggregate offering price of such shares
of Common Stock, there shall be taken into account any consideration received by the Corporation for such rights, options or warrants
and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined
by the Board.


 






    A-13 


     


    

 


(iii)       If
the Corporation distributes shares of its Capital Stock, evidences of its indebtedness or other assets, securities or property
of the Corporation or rights, options or warrants to acquire its Capital Stock or other securities, to all or substantially all
holders of Common Stock, excluding (a) dividends, distributions or issuances as to which an adjustment was effected pursuant
to Section 8(e)(i) or Section 8(e)(ii), (b) dividends or distributions paid exclusively in cash as to which an adjustment
was effected pursuant to (or a cash amount paid pursuant to the last paragraph of) Section 8(e)(iv) and (c) Spin-Offs
as to which the provisions set forth below in this Section 8(e)(iii) shall apply (any of such shares of Capital Stock, evidences
of indebtedness, other assets, securities or property or rights, options or warrants to acquire Capital Stock or other securities,
the “Distributed Property”), then the Conversion Rate shall be increased based on the following formula:


 





 


where,


 


	 	
        CR0
	=	the Conversion Rate in effect immediately prior to the close of business on the Record Date for such distribution;
	 	CR1	=	the Conversion Rate in effect immediately after the close of business on the Record Date for such distribution;
	 	SP0	=	the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Date for such distribution; and
	 	FMV	=	the fair market value as of the Record Date for such distribution (as determined by the Board) of the Distributed Property with respect to each outstanding share of the Common Stock.


 


Any increase made under the portion of this Section 8(e)(iii)
above shall become effective immediately after the close of business on the Record Date for such distribution. If such distribution
is not so paid or made, the Conversion Rate shall be decreased, effective as of the date the Board determines not to pay the distribution,
to be the Conversion Rate that would then be in effect if such distribution had not been declared.


 


Notwithstanding the foregoing (but subject to the
limitations set forth in Section 11), if “FMV” (as defined above) is equal to or greater than “SP0”
(as defined above), in lieu of the foregoing increase, each Holder of Preferred Stock shall receive, for each share of Preferred
Stock, at the same time and upon the same terms as holders of the Common Stock, the amount and kind of Distributed Property that
such Holder would have received as if such Holder owned a number of shares of Common Stock equal to the Conversion Rate (determined
without regard to the Conversion Cap, Beneficial Ownership Limitation or the Permitted Percentage Limitation) in effect on the
Record Date for the distribution.


 






    A-14 


     


    

 


With respect to an adjustment pursuant to this Section 8(e)(iii)
where there has been a payment of a dividend or other distribution on the Common Stock consisting solely of shares of Capital Stock
of any class or series, or similar equity interests, of or relating to a Subsidiary or other business unit of the Corporation where
such Capital Stock or similar equity interest is, or will be when issued, listed or admitted for trading on a U.S. national
securities exchange (a “Spin-Off”), the Conversion Rate will be increased based on the following formula:


 





 


 


where,


 


	 	
        

        CR0
	=	the Conversion Rate in effect immediately prior to the close of business on the 10th Trading Day immediately following, and including, the Ex-Date for the Spin-Off;
	 	CR1	=	 the Conversion Rate in effect immediately after the close of business on the 10th Trading Day immediately following, and including, the Ex-Date for the Spin-Off;
	 	FMV	=	the average of the Closing Sale Prices of the Capital Stock or similar equity interest distributed to holders of the Common Stock applicable to one share of Common Stock over the 10 consecutive Trading Day period immediately following, and including, the Ex-Date for the Spin-Off; and
	 	MP0	=	the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Day period immediately following, and including, the Ex-Date for the Spin-Off.


 


The adjustment to the Conversion Rate under the preceding
paragraph shall become effective at the close of business on the 10th Trading Day immediately following, and including,
the Ex-Date for the Spin-Off; provided that, for purposes of determining the Conversion Rate, in respect of any conversion during
the 10 Trading Days following, and including, the Ex-Date of any Spin-Off, references within the portion of this Section 8(e)(iii)
related to Spin-Offs to 10 consecutive Trading Days shall be deemed to be replaced with such lesser number of consecutive Trading
Days as have elapsed between the Ex-Date of such Spin-Off and the relevant Conversion Date.


 


(iv)       If
any cash dividend or distribution is made to all or substantially all holders of the Common Stock, excluding any consideration
payable in connection with a tender or exchange offer made by the Corporation or any of its Subsidiaries, the Conversion Rate shall
be increased based on the following formula:


 





 


where,


 


	 	
        CR0
	=	the Conversion Rate in effect immediately prior to the close of business on the Record Date for such dividend or distribution;
	 	CR1	=	the Conversion Rate in effect immediately after the close of business on the Record Date for such dividend or distribution;
	 	SP0	=	the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Date for such dividend or distribution; and
	 	C	=	the amount in cash per share of Common Stock the Corporation distributes to all or substantially all holders of its Common Stock.


 


Any increase pursuant to this Section 8(e)(iv)
shall become effective immediately after the close of business on the Record Date for such dividend or distribution. If such dividend
or distribution is not so paid, the Conversion Rate shall be decreased, effective as of the date the Board determines not to pay
or make such dividend or distribution, to be the Conversion Rate that would then be in effect if such dividend or distribution
had not been declared.


 


Notwithstanding the foregoing, if “C”
(as defined above) is equal to or greater than “SP0“ (as defined above), in lieu of the foregoing increase,
each Holder of Preferred Stock shall receive, for each share of Preferred Stock, at the same time and upon the same terms as holders
of the Common Stock, the amount of cash that such Holder would have received as if such Holder owned a number of shares of Common
Stock equal to the Conversion Rate on the Record Date for such cash dividend or distribution (determined without regard to the
Conversion Cap, Beneficial Ownership Limitation or the Permitted Percentage Limitation).


 






    A-15 


     


    

 


(v)       If
the Corporation or any of its Subsidiaries makes a payment in respect of a tender offer or exchange offer for the Common Stock
and the cash and value of any other consideration included in the payment per share of the Common Stock exceeds the average of
the Closing Sale Price of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading
Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer, the Conversion
Rate shall be increased based on the following formula:


 


where,


 





 


	 	
        CR0
	=	the Conversion Rate in effect immediately prior to the close of business on the last Trading Day of the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the date such tender or exchange offer expires;
	 	CR1	=	the Conversion Rate in effect immediately after the close of business on the last Trading Day of the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the date such tender or exchange offer expires;
	 	AC	=	the aggregate value of all cash and any other consideration (as determined by the Board) paid or payable for shares of Common Stock purchased in such tender or exchange offer;
	 	OS0	=	the number of shares of Common Stock outstanding immediately prior to the date such tender or exchange offer expires (prior to giving effect to the purchase of all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer);
	 	OS1	=	the number of shares of Common Stock outstanding immediately after the date such tender or exchange offer expires (after giving effect to the purchase of all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer); and
	 	SP1	=	the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the date such tender or exchange offer expires.


 


The increase to the Conversion Rate under this Section 8(e)(v)
shall occur at the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding
the date such tender or exchange offer expires; provided that, for purposes of determining the Conversion Rate, in respect
of any conversion during the 10 Trading Days immediately following, and including, the Trading Day next succeeding the date that
any such tender or exchange offer expires, references within this Section 8(e)(v) to 10 consecutive Trading Days shall be
deemed to be replaced with such lesser number of consecutive Trading Days as have elapsed between the date such tender or exchange
offer expires and the relevant Conversion Date.


 


In the event that the Corporation or one of its Subsidiaries
is obligated to purchase shares of Common Stock pursuant to any such tender offer or exchange offer, but the Corporation or such
Subsidiary is permanently prevented by applicable law from effecting any such purchases, or all such purchases are rescinded, then
the Conversion Rate shall be readjusted to be such Conversion Rate that would then be in effect if such tender offer or exchange
offer had not been made.


 






    A-16 


     


    

 


(vi)       All
calculations and other determinations under this Section 8(e) shall be made by the Corporation and shall be made to the nearest
one-ten thousandth (1/10,000th) of a share. Notwithstanding anything herein to the contrary, no adjustment under this
Section 8(e) shall be made to the Conversion Rate unless such adjustment would result in a change of at least 1% in the Conversion
Rate then in effect. Any lesser adjustment shall be carried forward and shall be made at the time of and together with the next
subsequent adjustment, if any, which, together with any adjustment or adjustments so carried forward, shall amount to a change
of at least 1% in such Conversion Rate; provided, however, that the Corporation shall make such carried-forward adjustments,
regardless of whether the aggregate adjustment is less than 1%, (a) on December 31 of each calendar year, (b) on
the Conversion Date for any conversions of Preferred Stock, (c) upon the occurrence of a Fundamental Change and (d) in
the event that the Corporation exercises its mandatory conversion right pursuant to Section 9. No adjustment to the Conversion
Rate shall be made if it results in a Conversion Price that is less than the par value (if any) of the Common Stock.


 


(vii)       In
addition to those adjustments required by clauses (i), (ii), (iii), (iv) and (v) of this Section 8(e) and to the extent
permitted by applicable law and subject to the applicable rules of the NYSE American, the Corporation may from time to time increase
the Conversion Rate by any amount for a period of at least 20 Business Days or any longer period permitted or required by law if
the increase is irrevocable during that period and the Board determines that such increase would be in the Corporation’s
best interest. In addition, the Corporation may (but is not required to) increase the Conversion Rate to avoid or diminish any
income tax to holders of Common Stock or rights to purchase Common Stock in connection with a dividend or distribution of shares
(or rights to acquire shares) or similar event. Whenever the Conversion Rate is increased pursuant to any of the preceding two
sentences, the Corporation shall mail to the Holder of each share of Preferred Stock at its last address appearing on the stock
register of the Corporation a notice of the increase at least 15 days prior to the date the increased Conversion Rate takes
effect, and such notice shall state the increased Conversion Rate and the period during which it will be in effect.


 


(viii)       For
purposes of this Section 8(e) the number of shares of Common Stock at any time outstanding shall not include shares held in
the treasury of the Corporation so long as the Corporation does not pay any dividend or make any distribution on shares of Common
Stock held in the treasury of the Corporation, but shall include shares issuable in respect of scrip certificates issued in lieu
of fractions of shares of Common Stock.


 


(f)       Notwithstanding
anything to the contrary in Section 8(e), no adjustment to the Conversion Rate shall be made with respect to any transaction
described in Section 8(e)(i) through Section 8(e)(iv) if the Corporation makes provision for each Holder of the Preferred
Stock to participate in such transaction, at the same time as holders of the Common Stock, without conversion, as if such Holder
held a number of shares of Common Stock equal to the Conversion Rate in effect on the Record Date or Effective Date, as the case
may be, for such transaction, multiplied by the number of shares of Preferred Stock held by such Holder (determined without regard
to the Conversion Cap, the Beneficial Ownership Limitation or the Permitted Percentage Limitation). No adjustment to the Conversion
Rate shall be made with respect to any transaction described in Section 8(e)(v) if the Corporation makes provision for each
Holder of the Preferred Stock to participate in such transaction, at the same time as holders of the Common Stock as if such Holder
held a number of shares of Common Stock equal to the Conversion Rate in effect on the Record Date or Effective Date, as the case
may be, for such transaction, multiplied by the number of shares of Preferred Stock held by such Holder (determined without regard
to the Conversion Cap, the Beneficial Ownership Limitation or the Permitted Percentage Limitation).


 


(g)       Notwithstanding
anything to the contrary herein, no adjustment to the Conversion Rate shall be made pursuant to this Section 8 in respect
of the issuance of any Excluded Securities.


 


(h)       If
the Corporation shall take a record of the holders of its Common Stock for the purpose of entitling them to receive an extraordinary
dividend or other distribution, and shall thereafter (and before the extraordinary dividend or distribution has been paid or delivered
to stockholders) legally abandon its plan to pay or deliver such extraordinary dividend or distribution, then thereafter no adjustment
in the Conversion Rate then in effect shall be required by reason of the taking of such record.


 






    A-17 


     


    

 


(i)       Upon
any increase in the Conversion Rate, the Corporation shall deliver to each Holder, as promptly as practicable, a certificate signed
by an authorized officer of the Corporation, setting forth in reasonable detail the event requiring the adjustment and the method
by which such adjustment was calculated and specifying the increased Conversion Rate then in effect following such adjustment.


 


(j)       In
the case of:


 


(i)       any
recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination),


 


(ii)       any
consolidation, merger or combination involving the Corporation,


 


(iii)       any
sale, lease or other transfer to a third party of the consolidated assets of the Corporation and the Corporation’s Subsidiaries
substantially as an entirety, or


 


(iv)       any
statutory share exchange,


 


as a result of which the Common Stock is converted into, or
exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any such transaction
or event, a “Reorganization Event”), then, at and after the effective time of such Reorganization Event, the
right to convert each share of Preferred Stock shall be changed into a right to convert such share into the kind and amount of
shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number
of shares of Common Stock equal to the Conversion Rate immediately prior to such Reorganization Event would have owned or been
entitled to receive upon such Reorganization Event (such stock, securities or other property or assets, the “Reference
Property”). If the Reorganization Event causes the Common Stock to be converted into, or exchanged for, the right to
receive more than a single type of consideration (determined based in part upon any form of stockholder election), then the Reference
Property into which the Preferred Stock will be convertible shall be deemed to be the weighted average of the types and amounts
of consideration received by the holders of Common Stock that affirmatively make such an election. The Corporation shall notify
Holders of such weighted average as soon as practicable after such determination is made. None of the foregoing provisions shall
affect the right of a Holder of Preferred Stock to convert its Preferred Stock into shares of Common Stock as set forth in Section 8(a)
prior to the effective time of such Reorganization Event. Notwithstanding Section 8(e) no adjustment to the Conversion Rate
shall be made for any Reorganization Event to the extent stock, securities or other property or assets become the Reference Property
receivable upon conversion of Preferred Stock.


 


The Corporation shall provide, by amendment hereto effective
upon any such Reorganization Event, for anti-dilution and other adjustments that shall be as nearly equivalent as is possible to
the adjustments provided for in this Section 8. The provisions of this Section 8 shall apply to successive Reorganization
Events.


 


In this Certificate of Designations, if the Common Stock has
been replaced by Reference Property as a result of any such Reorganization Event, references to the Common Stock are intended to
refer to such Reference Property.


 


(k)       The
Corporation shall at all times reserve and keep available for issuance upon the conversion of the Preferred Stock a number of its
authorized but unissued shares of Common Stock equal to the aggregate Liquidation Preference divided by the Conversion Price on
the Issue Date, and shall take all action required to increase the authorized number of shares of Common Stock if at any time there
shall be insufficient unissued shares of Common Stock to permit such reservation or to permit the conversion of all Outstanding
shares of Preferred Stock or the payment or partial payment of dividends declared on Preferred Stock that are payable in Common
Stock.


 






    A-18 


     


    

 


(l)       For
the avoidance of doubt, the Corporation shall not be required to pay any tax which may be payable in respect of any transfer involved
in the issuance and delivery of any such certificate in a name other than that of the holder of the shares of the relevant Preferred
Stock and the Corporation shall not be required to issue or deliver such certificate unless or until the Person or Persons requesting
the issuance or delivery thereof shall have paid to the Corporation the amount of such tax or shall have established to the reasonable
satisfaction of the Corporation that such tax has been paid.


 


(m)       Shares
of Preferred Stock shall immediately and permanently cease to be subject to the Conversion Cap for purposes of this Section 8
and Sections 5 and 9 upon the receipt of Shareholder Approval. For the avoidance of doubt and notwithstanding anything in this
Certificate of Designations to the contrary, the Conversion Cap shall not in any way limit the amounts to accrue or be paid as
dividends. Shares of Preferred Stock not convertible as a result of the Conversion Cap shall remain Outstanding and shall become
convertible by such Holder or another Holder to the extent the Conversion Cap no longer applies. Notwithstanding the foregoing,
the Conversion Cap shall have no effect on any adjustment to the Conversion Rate pursuant to this Section 8.


 


(n)       Notwithstanding
Sections 8(e)(ii) and 8(e)(iii), if the Corporation has a rights plan (including, without limitation, the distribution of
rights pursuant thereto to all holders of the Common Stock) in effect while any shares of Preferred Stock remain Outstanding, Holders
of Preferred Stock will receive, upon conversion of Preferred Stock, in addition to the Common Stock to which a Holder is entitled
(subject to the limitations set forth in Section 11), a corresponding number of rights in accordance with the rights plan. If,
prior to any conversion, such rights have separated from the shares of Common Stock in accordance with the provisions of the applicable
rights plan so that Holders of Preferred Stock would not be entitled to receive any rights in respect of the Common Stock delivered
upon conversion of Preferred Stock, the Conversion Rate will be adjusted at the time of separation, as if the Corporation had distributed
to all holders of its Common Stock, shares of Capital Stock, evidences of indebtedness, assets, securities, property, rights, options
or warrants as described in Section 8(e)(iii) above, subject to readjustment in the event of the expiration, termination or
redemption of such rights.


 


9)       Mandatory
Conversion.


 


(a)       During
the period on or after the 3-year anniversary of the Issue Date but prior to the 5-year anniversary of the Issue Date (the “First
Mandatory Conversion Period”), the Corporation shall have the right, at its option, to give notice of its election to
cause all Outstanding shares of Preferred Stock to be automatically converted into that number of whole shares of Common Stock
for each share of Preferred Stock equal to the Conversion Rate in effect on the Mandatory Conversion Date (subject to the limitations
set forth in Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Corporation may exercise
its right to cause a mandatory conversion pursuant to this Section 9(a) only if the Weighted Average Price of the Common Stock
equals or exceeds 140% (such percentage, the “First Mandatory Conversion Premium”) of the then-current Conversion
Price for at least 20 Trading Days (whether or not consecutive) in a period of 30 consecutive Trading Days, including the last
Trading Day of such 30 Trading Day period, ending on, and including, the Trading Day immediately preceding the Business Day on
which the Corporation issues a press release announcing the mandatory conversion as described in Section 9(d).


 


(b)       During
the period on or after the 5-year anniversary of the Issue Date but prior to the 7-year anniversary of the Issue Date (the “Second
Mandatory Conversion Period”), the Corporation shall have the right, at its option, to give notice of its election to
cause all Outstanding shares of Preferred Stock to be automatically converted into that number of whole shares of Common Stock
for each share of Preferred Stock equal to the Conversion Rate in effect on the Mandatory Conversion Date (subject to the limitations
set forth in Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Corporation may exercise
its right to cause a mandatory conversion pursuant to this Section 9 only if the Weighted Average Price of the Common Stock
equals or exceeds 115% (such percentage, the “Second Mandatory Conversion Premium”) of the then-current Conversion
Price for at least 20 Trading Days (whether or not consecutive) in a period of 30 consecutive Trading Days, including the last
Trading Day of such 30 Trading Day period, ending on, and including, the Trading Day immediately preceding the Business Day on
which the Corporation issues a press release announcing the mandatory conversion as described in Section 9(d).


 






    A-19 


     


    

 


(c)       On
or after the 7-year anniversary of the Issue Date (the “Final Mandatory Conversion Period”), the Corporation
shall have the right, at its option, to give notice of its election to cause all Outstanding shares of Preferred Stock to be automatically
converted into that number of whole shares of Common Stock for each share of Preferred Stock equal to the Conversion Rate in effect
on the Mandatory Conversion Date (subject to the limitations set forth in Section 11), with cash in lieu of any fractional
share pursuant to Section 10. The Corporation may exercise its right to cause a mandatory conversion pursuant to this Section 9(c)
only if the Weighted Average Price of the Common Stock equals or exceeds the Conversion Price for at least 10 consecutive Trading
Days, ending on, and including, the Trading Day immediately preceding the Business Day on which the Corporation issues a press
release announcing the mandatory conversion as described in Section 9(d).


 


(d)       To
exercise any mandatory conversion right described in Sections 9(a) through 9(c), the Corporation must issue a press release
for publication on the Dow Jones News Service or Bloomberg Business News (or if either such service is not available, another broadly
disseminated news or press release service selected by the Corporation) prior to the open of business on the first Trading Day
following any date on which the condition described in any of Sections 9(a) through 9(c) is met, announcing such a mandatory
conversion. The Corporation shall also give notice by mail or by publication (with subsequent prompt notice by mail) to the Holders
of the Preferred Stock (not later than 3 Business Days after the date of the press release) of the mandatory conversion announcing
the Corporation’s intention to convert the Preferred Stock. The conversion date shall be a date selected by the Corporation
(the “Mandatory Conversion Date”) and shall be no fewer than 15 Trading Days, nor more than 20 Trading Days,
after the date on which the Corporation issues the press release described in this Section 9(d). Upon conversion of any Preferred
Stock pursuant to this Section 9, the Corporation shall deliver to the applicable Holder the applicable number of shares of
Common Stock, together with any applicable cash payment in lieu of any fractional share of Common Stock, on the 3rd
Business Day immediately following the relevant Mandatory Conversion Date.


 


(e)       In
addition to any information required by applicable law or regulation, the press release and notice of a mandatory conversion described
in Section 9 shall state, as appropriate: (i) the Mandatory Conversion Date; (ii) the number of shares of Common
Stock to be issued upon conversion of each share of Preferred Stock; and (iii) that dividends on the Preferred Stock to be
converted will cease to accrue on the Mandatory Conversion Date.


 


(f)       On
and after the Mandatory Conversion Date, dividends shall cease to accrue on the Preferred Stock called for a mandatory conversion
pursuant to Section 9 and all rights of Holders of such Preferred Stock shall terminate except for the right to receive the
whole shares of Common Stock issuable upon conversion thereof with a cash payment in lieu of any fractional share of Common Stock
in accordance with Section 10. The full amount of any dividend payment with respect to the Preferred Stock called for a mandatory
conversion pursuant to Section 9 on a date during the period beginning at the close of business on any Dividend Record Date
and ending on the close of business on the corresponding Dividend Payment Date shall be payable on such Dividend Payment Date to
the record holder of such share at the close of business on such Dividend Record Date if such share has been converted after such
Dividend Record Date and prior to such Dividend Payment Date. Except as provided in the immediately preceding sentence with respect
to a mandatory conversion pursuant to Section 9, no payment or adjustment shall be made upon conversion of Preferred Stock
for dividends with respect to the Common Stock issued upon such conversion thereof.


 


(g)       Notwithstanding
anything to the contrary in this Section 9, prior to the receipt of Shareholder Approval, shares of Preferred Stock shall
not be convertible pursuant to Sections 9(a), 9(b) or 9(c) in the aggregate into more than the Conversion Cap.


 


10)       No
Fractional Shares. No fractional shares of Common Stock or securities representing fractional shares of Common Stock shall
be delivered upon conversion, whether voluntary or mandatory, of the Preferred Stock. Instead, the Corporation will make a cash
payment to each Holder that would otherwise be entitled to a fractional share based on the Closing Sale Price of the Common Stock
on the relevant Conversion Date; provided, however, that the Corporation may round such fractional share up to the
next highest whole number of shares in lieu of making such cash payment.


 






    A-20 


     


    

 


11)       Beneficial
Ownership Limitation; Permitted Percentage Limitation; Certain Other Transfer Restrictions.


 


(a)       Notwithstanding
anything herein to the contrary, the Corporation shall not effect any conversion of the Preferred Stock, and a Holder shall not
have the right to convert any portion of the Preferred Stock, in each case to the extent that, after giving effect to such conversion,
such Holder would beneficially own in excess of the Beneficial Ownership Limitation. For purposes of this Section 11(a), beneficial
ownership of a Holder shall be calculated in accordance with Section 16(a) and 16(b) of the Exchange Act and the rules and
regulations promulgated thereunder for purposes of determining whether such Holder is subject to the reporting and liability provisions
of Section 16(a) and 16(b) of the Exchange Act. For purposes of complying with this Section 11(a), the Corporation shall
be entitled to conclusively rely on the information set forth in any Holder’s Notice of Conversion, and each Holder delivering
a Notice of Conversion shall be deemed to represent to the Corporation that such Notice of Conversion does not violate the restrictions
set forth in this paragraph, and the Corporation shall have no obligation to verify or confirm the accuracy of such representation.
Upon the written or oral request of a Holder, the Corporation shall, within 2 Trading Days, confirm orally and in writing to such
Holder the number of shares of Common Stock then outstanding. By written notice to the Corporation, a Holder may from time to time
increase or decrease the Beneficial Ownership Limitation applicable solely to such Holder to any other percentage; provided
that any such increase or decrease will not be effective until the 65th day after such notice is delivered to the
Corporation. The express purpose of this Section 11 is to preclude any Holder’s ownership of any shares of Preferred
Stock from causing such Holder to become subject to the reporting and liability provisions of Section 16(a) and 16(b) of the
Exchange Act, including pursuant to Rule 16a-2 promulgated by the Commission, and this Section 11 shall be interpreted
according to such express purpose. Solely for purposes of this Section 11(a) the term “Holder” shall include all
persons whose beneficial ownership of the Common Stock is aggregated pursuant to Section 13(d)(3) of the Exchange Act or Rule 13d-5
thereunder.


 


(b)       Notwithstanding
anything herein to the contrary, (i) the Corporation shall not effect any conversion of the Preferred Stock, and a Holder shall
not have the right to convert any portion of the Preferred Stock, in each case to the extent that, after giving effect to such
conversion, the number of shares of Common Stock (or any other class or series of the Corporation’s capital stock) beneficially
owned by Non-U.S. Citizens (as defined in the Certificate of Incorporation) in the aggregate would exceed the Permitted Percentage
Limitation, and (ii) the Preferred Stock shall be subject to the limitations on Non-U.S. Citizen (as defined in the Certificate
of Incorporation) ownership set forth in the U.S. Maritime Laws (as defined in the Certificate of Incorporation), and Article V
(Compliance with U.S. Maritime Laws) of the Certificate of Incorporation shall be incorporated by reference herein, mutatis
mutandis, and shall apply as if fully set forth herein, mutatis mutandis, to the ownership
and transfer of Preferred Stock.


 


(c)       
Notwithstanding anything herein to the contrary, no Preferred Stock may be owned by or transferred to any Holder or beneficial
owner that is not a “United States person” within the meaning of Section 7701(a) (30) of the Internal Revenue
Code of 1986, as amended, and the rules and regulations promulgated thereunder, and any transfer made or effected in violation
of this Section 11(c) shall be void ab initio.


 


(d)       Notwithstanding
anything contained herein to the contrary, prior to receipt of Shareholder Approval conversion of the Preferred Stock shall at
all times be limited by the Conversion Cap.


 


12)       Transfer
Agent and Registrar. The duly appointed transfer agent (the “Transfer Agent”) and Registrar (the “Registrar”)
for the Preferred Stock shall be Continental Stock Transfer & Trust Company. The Corporation may, in its sole discretion, remove
the Transfer Agent in accordance with the agreement between the Corporation and the Transfer Agent; provided that the Corporation
shall appoint a successor transfer agent who shall accept such appointment prior to the effectiveness of such removal. For the
avoidance of doubt, the Corporation shall notify the Registrar in writing upon the Corporation’s or any of its Affiliates’
purchases or sales of Preferred Stock.


 


13)       Certificates;
Restrictions on Transfer.


 


(a)       If
physical certificates are issued, then the Corporation shall, upon written request of a Holder, issue certificates in definitive
form representing the shares of Preferred Stock held by such Holder. Every share of Preferred Stock that bears or is required under
this Section 13(a) to bear the legend set forth in Section 13(b) (together with any Common Stock issued upon conversion
of the Preferred Stock that is required to bear the legend set forth in Section 13(b), collectively “Restricted Securities”)
shall be subject to the restrictions on transfer set forth in Section 11 and this Section 13(a) (including the legend
set forth below), unless such restrictions on transfer shall be eliminated or otherwise waived by written consent of the Corporation,
and the Holder of each such Restricted Security, by such Holder’s acceptance thereof, agrees to be bound by all such restrictions
on transfer. As used in this Section 13(a) and in Section 13(b) the term “transfer” encompasses any sale,
pledge, transfer or other disposition whatsoever of any Restricted Security.


 






    A-21 


     


    

 


Until the later of (i) the date on
which such shares of Preferred Stock may be transferred pursuant to a registration statement that has become or been declared effective
under the Securities Act and that continues to be effective at the time of such transfer, or sold pursuant to the exemption from
registration provided by Rule 144 or any similar provision then in force under the Securities Act, or unless otherwise agreed
by the Corporation in writing with written notice thereof to the Transfer Agent), and (ii) such later date, if any, as may
be required by applicable law (the “Resale Restriction Termination Date”), any certificate evidencing such Preferred
Stock (and all securities issued in exchange therefor or substitution thereof, other than Common Stock, if any, issued upon conversion
thereof, which shall bear the legend set forth in Section 13(b) if applicable) shall bear a legend in substantially the following
form:


 


THIS SHARE OF PREFERRED STOCK AND THE COMMON STOCK
ISSUABLE UPON CONVERSION OF THIS SHARE OF PREFERRED STOCK HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS SHARE OF PREFERRED STOCK NOR THE COMMON STOCK ISSUABLE
UPON CONVERSION OF THIS SHARE OF PREFERRED STOCK NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE OFFERED, SOLD, PLEDGED
OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING:


 


BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST
HEREIN, THE ACQUIRER:


 


		1.	REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING
OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND



 


		2.	AGREES FOR THE BENEFIT OF NRC GROUP HOLDINGS CORP. (FORMERLY KNOWN AS HENNESSY CAPITAL ACQUISITION CORP. III) (THE “COMPANY”)
THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT
IS THE LATER OF (X) ONE (1) YEAR OR SUCH OTHER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR
PROVISION THERETO AFTER THE LAST DATE OF INITIAL ISSUANCE HEREOF, AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE
LAW, EXCEPT:



 


		(A)	TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, OR



 


		(B)	PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR



 


		(C)	TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, OR



 


		(D)	PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.



 


PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE
WITH CLAUSE (2) (D) ABOVE, THE COMPANY AND THE TRANSFER AGENT RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS,
CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN
COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.


 






    A-22 


     


    

 


		3.	ACKNOWLEDGES THAT NO PREFERRED STOCK MAY BE OWNED BY OR TRANSFERRED TO ANY HOLDER OR BENEFICIAL OWNER THAT IS NOT A “UNITED
STATES PERSON” WITHIN THE MEANING OF SECTION 7701(A)(30) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND THE RULES
AND REGULATIONS PROMULGATED THEREUNDER, AND ANY TRANSFER MADE OR EFFECTED IN VIOLATION OF THIS REQUIREMENT SHALL BE VOID AB INITIO.



 


No transfer of any Preferred Stock prior
to the Resale Restriction Termination Date will be registered by the Registrar (and shall not be effective) unless the applicable
box on the Form of Assignment and Transfer attached hereto as Exhibit B has been checked (it being understood that
the checking of such box shall not substitute for satisfaction of any other applicable transfer restrictions).


 


Any share of Preferred Stock (or security
issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their
terms may, upon surrender of such Preferred Stock for exchange to the Registrar, be exchanged for a new share or shares of Preferred
Stock, of like aggregate number of shares of Preferred Stock, which shall not bear the restrictive legend required by this Section 13(a)
and shall not be assigned a restricted CUSIP number.


 


(b)       Until
the Resale Restriction Termination Date, any stock certificate representing Common Stock issued upon conversion of Preferred Stock
shall bear a legend in substantially the following form (unless such Common Stock has been transferred pursuant to a registration
statement that has become or been declared effective under the Securities Act and that continues to be effective at the time of
such transfer, or pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force
under the Securities Act, or such Common Stock has been issued upon conversion of shares of Preferred Stock that have been transferred
pursuant to a registration statement that has become or been declared effective under the Securities Act and that continues to
be effective at the time of such transfer, or pursuant to the exemption from registration provided by Rule 144 or any similar
provision then in force under the Securities Act, or unless otherwise agreed by the Corporation with written notice thereof to
the Transfer Agent):


 


THIS SHARE OF COMMON STOCK HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS SHARE
OF COMMON STOCK NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE
WITH THE FOLLOWING:


 


BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST
HEREIN, THE ACQUIRER:


 


		1.	REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING
OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND



 


		2.	AGREES FOR THE BENEFIT OF NRC GROUP HOLDINGS CORP. (FORMERLY KNOWN AS HENNESSY CAPITAL ACQUISITION CORP. III) (THE “COMPANY”)
THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT
IS THE LATER OF (X) ONE YEAR OR SUCH OTHER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR
PROVISION THERETO AFTER THE LAST DATE OF INITIAL ISSUANCE OF THE PREFERRED STOCK FROM WHICH THIS SHARE OF COMMON STOCK WAS CONVERTED,
AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT:



 


		(A)	TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, OR



 






    A-23 


     


    

 


		(B)	PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR



 


		(C)	TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, OR



 


		(D)	PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT



 


PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE
WITH CLAUSE (2)(D) ABOVE, THE COMPANY AND THE TRANSFER AGENT RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS,
CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN
COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.


 


Any such Common Stock as to which such restrictions
on transfer shall have expired in accordance with their terms may, upon surrender of the certificates representing such shares
of Common Stock for exchange in accordance with the procedures of the Transfer Agent, be exchanged for a new certificate or certificates
for a like aggregate number of shares of Common Stock, which shall not bear the restrictive legend required by this Section 13(b).
Until the Resale Restriction Termination Date, no transfer of any Common Stock issued upon conversion of Preferred Stock will be
registered by the Registrar (and shall not be effective) unless the applicable box on the Form of Assignment and Transfer attached
hereto as Exhibit B has been checked (it being understood that the checking of such box shall not substitute for satisfaction
of any other applicable transfer restrictions).


 


(c)       The
Preferred Stock shall initially be issued with a restricted CUSIP number.


 


14)       Paying
Agent and Conversion Agent.


 


(a)       The
Corporation shall maintain in the United States (i) an office or agency where Preferred Stock may be presented for payment
(the “Paying Agent”) and (ii) an office or agency where, in accordance with the terms hereof, Preferred
Stock may be presented for conversion (the “Conversion Agent”). The Transfer Agent may act as Paying Agent and
Conversion Agent, unless another Paying Agent or Conversion Agent is appointed by the Corporation. The Corporation may appoint
the Registrar, the Paying Agent and the Conversion Agent and may appoint one or more additional paying agents and one or more additional
conversion agents in such other locations as it shall determine. The term “Paying Agent” includes any additional paying
agent and the term “Conversion Agent” includes any additional conversion agent. The Corporation may change any Paying
Agent or Conversion Agent without prior notice to any Holder. The Corporation shall notify the Registrar of the name and address
of any Paying Agent or Conversion Agent appointed by the Corporation. If the Corporation fails to appoint or maintain another entity
as Paying Agent or Conversion Agent, the Registrar shall act as such or the Corporation or any of its Affiliates shall act as Paying
Agent, Registrar or Conversion Agent.


 


(b)       Payments
due on the Preferred Stock shall be payable at the office or agency of the Corporation maintained for such purpose in The City
of New York and at any other office or agency maintained by the Corporation for such purpose. Payments of cash shall be payable
by United States dollar check drawn on, or wire transfer (provided, that appropriate wire instructions have been received
by the Registrar at least 15 days prior to the applicable date of payment) to a U.S. dollar account maintained by the
Holder with, a bank located in New York City; provided that at the option of the Corporation, payment of cash dividends
may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Preferred Stock register.


 






    A-24 


     


    

 


15)       Form.


 


(a)       The
Preferred Stock shall be issued in the form of one or more permanent global shares of Preferred Stock in definitive, fully registered
form eligible for book-entry settlement with the global legend (the “Global Shares Legend”) as set forth on
the form of Preferred Stock certificate attached hereto as Exhibit C (each, a “Global Preferred Share”),
which is hereby incorporated in and expressly made part of this Certificate of Designations. The Global Preferred Shares may have
notations, legends or endorsements required by law, stock exchange rules, agreements to which the Corporation is subject, if any,
or usage (provided, that any such notation, legend or endorsement is in a form acceptable to the Corporation). The Global
Preferred Shares shall be deposited on behalf of the Holders represented thereby with the Registrar, at its New York office as
custodian for DTC (the “Depositary”), and registered in the name of the Depositary or a nominee of the Depositary,
duly executed by the Corporation and countersigned and registered by the Registrar as hereinafter provided. The aggregate number
of shares represented by each Global Preferred Share may from time to time be increased or decreased by adjustments made on the
records of the Registrar and the Depositary or its nominee as hereinafter provided.


 


This Section 15(a) shall apply only
to a Global Preferred Share deposited with or on behalf of the Depositary. The Corporation shall execute and the Registrar shall,
in accordance with this Section 15(a) countersign and deliver any Global Preferred Shares that (i) shall be registered
in the name of Cede & Co. or other nominee of the Depositary and (ii) shall be delivered by the Registrar to Cede &
Co. or pursuant to instructions received from Cede & Co. or held by the Registrar as custodian for the Depositary pursuant
to an agreement between the Depositary and the Registrar. Members of, or participants in, the Depositary (“Agent Members”)
shall have no rights under this Certificate of Designations with respect to any Global Preferred Share held on their behalf by
the Depositary or by the Registrar as the custodian of the Depositary, or under such Global Preferred Share, and the Depositary
may be treated by the Corporation, the Registrar and any agent of the Corporation or the Registrar as the absolute owner of such
Global Preferred Share for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Corporation,
the Registrar or any agent of the Corporation or the Registrar from giving effect to any written certification, proxy or other
authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary
practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Preferred Share.
The Holder of the Global Preferred Shares may grant proxies or otherwise authorize any Person to take any action that a Holder
is entitled to take pursuant to the Global Preferred Shares, this Certificate of Designations or the Certificate of Incorporation.


 


Owners of beneficial interests in Global
Preferred Shares shall not be entitled to receive physical delivery of certificated shares of Preferred Stock, unless (x) the
Depositary notifies the Corporation that it is unwilling or unable to continue as Depositary for the Global Preferred Shares and
the Corporation does not appoint a qualified replacement for the Depositary within 90 days or (y) the Depositary ceases
to be a “clearing agency” registered under the Exchange Act and the Corporation does not appoint a qualified replacement
for the Depositary within 90 days. In any such case, the Global Preferred Shares shall be exchanged in whole for definitive
stock certificates that are not issued in global form, with the same terms and of an equal aggregate Liquidation Preference, and
such definitive stock certificates shall be registered in the name or names of the Person or Persons specified by the Depositary
in a written instrument to the Registrar.


 


(b)       Signature.
Two Officers permitted by applicable law shall sign each Global Preferred Share for the Corporation, in accordance with the Corporation’s
Bylaws and applicable law, by manual or facsimile signature. If an Officer whose signature is on a Global Preferred Share no longer
holds that office at the time the Registrar countersigned such Global Preferred Share, such Global Preferred Share shall be valid
nevertheless. A Global Preferred Share shall not be valid until an authorized signatory of the Registrar manually countersigns
such Global Preferred Share. Each Global Preferred Share shall be dated the date of its countersignature. The foregoing paragraph
shall likewise apply to any certificate representing shares of Preferred Stock.


 


16)       Other
Provisions.


 


(a)       With
respect to any notice to a Holder of shares of Preferred Stock required to be provided hereunder, neither failure to mail such
notice, nor any defect therein or in the mailing thereof, to any particular Holder shall affect the sufficiency of the notice or
the validity of the proceedings referred to in such notice with respect to the other Holders or affect the legality or validity
of any distribution, rights, warrant, reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation or
winding-up, or the vote upon any such action. Any notice which was mailed in the manner herein provided shall be conclusively presumed
to have been duly given whether or not the Holder receives the notice.


 






    A-25 


     


    

 


(b)       Shares
of Preferred Stock that have been issued and reacquired in any manner, including shares of Preferred Stock that are purchased or
exchanged or converted, shall (upon compliance with any applicable provisions of the laws of Delaware) have the status of authorized
but unissued shares of preferred stock of the Corporation undesignated as to series and may be designated or redesignated and issued
or reissued, as the case may be, as part of any series of preferred stock of the Corporation; provided that any issuance
of such shares as Preferred Stock must be in compliance with the terms hereof.


 


(c)       The
shares of Preferred Stock shall be issuable only in whole shares.


 


(d)       If
any applicable law requires the deduction or withholding of any tax from any payment or deemed dividend to a Holder on its Preferred
Stock, the Corporation or an applicable withholding agent may withhold such tax on cash dividends, shares of Preferred Stock, Common
Stock or sale proceeds paid, subsequently paid or credited with respect to such Holder or his successors and assigns.


 


(e)       All
notice periods referred to herein shall commence on the date of the mailing of the applicable notice that initiates such notice
period. Notice to any Holder shall be given to the registered address set forth in the Corporation’s records for such Holder.


 


(f)       To
the extent lawful to do so, the Corporation shall provide the Holders prior written notice of any cash dividend or distribution
to be made to the holders of Common Stock, with such notice to be made no later than the notice thereof provided to all holders
of Common Stock of the Corporation.


 


(g)       Any
payment required to be made hereunder on any day that is not a Business Day shall be made on the next succeeding Business Day and
no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect of such delay.


 


(h)       Holders
of Preferred Stock shall not be entitled to any preemptive rights to acquire additional capital stock of the Corporation.


 


[Signature page follows]


 






    A-26 


     


    

 


IN WITNESS WHEREOF, the undersigned has
executed this Certificate of Designations as of [______], 2018.


 





	 	NRC GROUP HOLDINGS CORP.
	 	 
	 	By:	 
	 	 	Name: [●]
	 	 	Title: [●]



 






     


     


    

 





EXHIBIT A


 


[FORM OF NOTICE OF CONVERSION]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	Exh A-1	 



     


    

 





EXHIBIT B


 


[FORM OF ASSIGNMENT AND TRANSFER]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


  






    	 	Exh B-1	 



     


    

 


EXHIBIT C


 


[FORM OF PREFERRED STOCK CERTIFICATE]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	Exh C-1	 



     


    

 


SCHEDULE
A


 


SCHEDULE OF EXCHANGES FOR GLOBAL SECURITY


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






     


     


    

 


ANNEX A


 


FUNDAMENTAL CHANGE ADDITIONAL SHARES