Exhibit 10.1


 


February
28, 2019


 


Hennessy
Capital Acquisition Corp. IV


3485
N. Pines Way, Suite 110


Wilson,
Wyoming 83014


 


		Re:	Initial
Public Offering



 


Ladies
and Gentlemen:


 


This
letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement
(the “Underwriting Agreement”) entered into by and among Hennessy Capital Acquisition Corp. IV, a Delaware
corporation (the “Company”), and Nomura Securities International, Inc. and Stifel, Nicolaus & Company,
Incorporated, as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter”
and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public
Offering”), of 30,015,000 of the Company’s units (including up to 3,915,000 units that may be purchased to
cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class
A common stock, par value $0.0001 per share (the “Common Stock”), and three-quarters of one redeemable
warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of
Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to
registration statements on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the
U.S. Securities and Exchange Commission (the “Commission”) and the Company has applied to have the Units
listed on The Nasdaq Capital Market. Certain capitalized terms used herein are defined in paragraph 12 hereof.


 


In
order to induce the Company and the Representatives to enter into the Underwriting Agreement and to proceed with the Public Offering
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of Hennessy
Capital Partners IV LLC (the “Sponsor”) and the undersigned individuals, each of whom is a member of
the Company’s board of directors and/or management team (each, an “Insider” and collectively,
the “Insiders”), hereby agrees with the Company as follows:


 


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


 


2.       The
Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within 18
months from the closing of the Public Offering, or such later period approved by the Company’s stockholders in accordance
with the Company’s amended and restated certificate of incorporation (the “Charter”), the Sponsor
and each Insider shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding
up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, subject to lawfully available funds
therefor, redeem 100% of the Common Stock sold as part of the Units in the Public Offering (the “Offering Shares”),
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account (as defined below),
including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (as
described in the Prospectus)(less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding
Offering Shares, which redemption will completely extinguish all Public Stockholders’ rights as stockholders (including
the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s
board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide
for claims of creditors and other requirements of applicable law. The Sponsor and each Insider agrees not to propose any amendment
to the Charter to modify (i) the substance or timing of the ability of holders of Offering Shares to seek redemption in connection
with a Business Combination or the Company’s obligation to redeem 100% of the Offering Shares if the Company does not complete
a Business Combination by the date set forth in the Charter or (ii) the other provisions relating to stockholders’ rights
or pre-initial business combination activities, unless the Company provides its public stockholders with the opportunity to redeem
their shares of Common Stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously
released to the Company to pay its taxes (as described in the Prospectus), divided by the number of then outstanding Offering
Shares.


 






     


     


    

 


The
Sponsor and each Insider acknowledges that it, he or she has no right, title, interest or claim of any kind in or to any monies
held in the Trust Account or any other asset of the Company as a result of any liquidation of the Company with respect to the
Founder Shares held by it, him or her (although the Sponsor, the Insiders and their respective affiliates shall be entitled to
redemption and liquidation rights with respect to any Offering Shares it or they hold if the Company fails to consummate a Business
Combination within the time period set forth in the Charter). The Sponsor and each Insider hereby further waives, with respect
to any shares of Common Stock held by it, him or her, if any, any redemption rights it, he or she may have in connection with
the consummation of a Business Combination, including, without limitation, any such rights available in the context of a stockholder
vote to approve such Business Combination or a stockholder vote to approve an amendment to the Charter to (i) modify the substance
or timing of the Company’s obligation to redeem 100% of the Offering Shares if the Company has not consummated a Business
Combination within the time period set forth in the Charter or in the context of a tender offer made by the Company to purchase
shares of Common Stock or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business
combination activity.


 


3.       During
the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and
each Insider shall not, without the prior written consent of the Representatives, (i) sell, offer to sell, contract or agree to
sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly,
or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section
16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations
of the Commission promulgated thereunder, with respect to any Units, shares of Common Stock, Founder Shares, Warrants or any securities
convertible into, or exercisable, or exchangeable for, shares of Common Stock owned by it, him or her, (ii) enter into any swap
or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Units,
shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares
of Common Stock owned by it, him or her, whether any such transaction is to be settled by delivery of such securities, in cash
or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii). Each of the
Insiders and the Sponsor acknowledges and agrees that, prior to the effective date of any release or waiver of the restrictions
set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release
through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver
granted shall only be effective two business days after the publication date of such press release. The provisions of this paragraph
will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed
in writing to be bound by the same terms described in this Letter Agreement to the extent and for the duration that such terms
remain in effect at the time of the transfer.


 






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4.       In
the event of the liquidation of the Trust Account upon the failure of the Company to consummate its initial Business Combination
within the time period set forth in the Charter, the Sponsor (the “Indemnitor”) agrees to indemnify
and hold harmless the Company against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited
to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether
pending or threatened) to which the Company may become subject as a result of any claim by (i) any third party for services rendered
or products sold to the Company or (ii) any prospective target business with which the Company has entered into a written letter
of intent, confidentiality or other similar agreement or Business Combination agreement (a “Target”);
provided, however, that such indemnification of the Company by the Indemnitor (x) shall apply only to the extent necessary to
ensure that such claims by a third party or a Target do not reduce the amount of funds in the Trust Account to below the lesser
of (i) $10.10 per Offering Share and (ii) the actual amount per Offering Share held in the Trust Account as of the date of the
liquidation of the Trust Account, if less than $10.10 per Offering Share is then held in the Trust Account due to reductions in
the value of the trust assets, less interest earned on the Trust Account which may be withdrawn to pay taxes, (y) shall not apply
to any claims by a third party or a Target which executed a waiver of any and all rights to the monies held in the Trust Account
(whether or not such waiver is enforceable) and (z) shall not apply to any claims under the Company’s indemnity of the Underwriters
against certain liabilities, including liabilities under the Securities Act of 1933, as amended. The Indemnitor shall have the
right to defend against any such claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days following
written receipt of notice of the claim to the Indemnitor, the Indemnitor notifies the Company in writing that it shall undertake
such defense.


 


5.       To
the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 3,915,000 Units within
45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost,
a number of Founder Shares in the aggregate equal to 847,171 multiplied by a fraction, (i) the numerator of which is 3,915,000
minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator
of which is 3,915,000. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by
the Underwriters so that the Initial Stockholders will own an aggregate of 20.0% of the Company’s issued and outstanding
shares of Capital Stock after the Public Offering.


 


6.       (a)
The Sponsor and each Insider that is an officer or director of the Company hereby agrees not to participate in the formation of,
or become an officer or director of, any other special purpose acquisition companies with a class of securities registered under
the Exchange Act until the Company has entered into a definitive agreement regarding an initial Business Combination or unless
the Company has failed to complete a Business Combination within the time period set forth in the Charter.


 


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


 


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


 






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


 


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


 


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


 


9.       Except
as disclosed in the Prospectus, neither the Sponsor nor any officer, nor any affiliate of the Sponsor or any officer, nor any
director of the Company, shall receive from the Company any finder’s fee, reimbursement, consulting fee, monies in respect
of any repayment of a loan or other compensation prior to, or in connection with any services rendered in order to effectuate,
the consummation of the Company’s initial Business Combination (regardless of the type of transaction that it is), other
than the following, none of which will be made from the proceeds held in the Trust Account prior to the completion of the initial
Business Combination: repayment of a loan and advances up to an aggregate of $300,000 made to the Company by the Sponsor; payment
to an affiliate of the Sponsor for certain office space, utilities and secretarial and administrative support as may be reasonably
required by the Company for a total of $15,000 per month; payment to the Company’s Chief Financial Officer of $29,000 per
month for his services for up to 18 months, of which 40% is payable upon the successful completion of the initial Business Combination;
payment to the Company’s President and Chief Operating Officer of a $500,000 fee upon the successful completion of the initial
Business Combination; reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating
an initial Business Combination, and repayment of loans, if any, and on such terms as to be determined by the Company from time
to time, made by the Sponsor or any of the Company’s officers or directors to finance transaction costs in connection with
an intended initial Business Combination, provided, that, if the Company does not consummate an initial Business Combination,
a portion of the working capital held outside the Trust Account may be used by the Company to repay such loaned amounts so long
as no proceeds from the Trust Account are used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants
at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants,
including as to exercise price, exercisability and exercise period.


 






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


 


12.       As
used herein, (i) “Anchor Investor” shall mean funds and accounts managed by subsidiaries of Blackrock,
Inc., which have expressed an interest to purchase an aggregate of $37,375,000 of units in the Offering; (ii) “Business
Combination” shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar
business combination, involving the Company and one or more businesses; (iii) “Capital Stock” shall
mean, collectively, the Common Stock and the Founder Shares; (iv) “Founder Shares” shall mean the 7,503,750
shares of the Company’s Class B common stock, par value $0.0001 per share, (up to 978,750 Shares of which are subject to
complete or partial forfeiture by the Sponsor and the Anchor Investor if the over-allotment option is not exercised by the Underwriters)
outstanding immediately prior to the consummation of the Public Offering; (v) “Initial Stockholders”
shall mean the Sponsor, the Anchor Investor and any Insider that holds Founder Shares; (vi) “Private Placement Warrants”
shall mean the Warrants to purchase up to 13,190,000 shares of Common Stock of the Company (or 13,581,500 shares of Common Stock
if the over-allotment option is exercised in full) that the Sponsor and the Anchor Investor have agreed to purchase for an aggregate
purchase price of $13,190,000 in the aggregate (or $13,581,500 if the over-allotment option is exercised in full), or $1.00 per
Warrant, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (vii) “Public
Stockholders” shall mean the holders of securities issued in the Public Offering; (viii) “Trust Account”
shall mean the trust fund into which a portion of the net proceeds of the Public Offering and the sale of Private Placement Warrants
shall be deposited; and (ix) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement
to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or
indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent
position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Commission promulgated thereunder
with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any
of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities,
in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).


 


13.       The
Company will maintain an insurance policy or policies providing directors’ and officers’ liability insurance, and
each Director shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the
coverage available for any of the Company’s directors or officers.


 






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14.       This
Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof
and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the
extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may
not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except
by a written instrument executed by all parties hereto.


 


15.       No
party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior
written consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and
shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding
on the Sponsor and each Insider and their respective successors, heirs and assigns and permitted transferees.


 


16.       Nothing
in this Letter Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto
any right, remedy or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or
agreement hereof. All covenants, conditions, stipulations, promises and agreements contained in this Letter Agreement shall be
for the sole and exclusive benefit of the parties hereto and their successors, heirs, personal representatives and assigns and
permitted transferees.


 


17.       This
Letter Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


18.       This
Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any
such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Letter
Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


19.       This
Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without
giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
The parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this
Letter Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit
to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive
jurisdiction and venue or that such courts represent an inconvenient forum.


 


20.       Any
notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in
writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by
hand delivery or facsimile transmission.


 


21.       This
Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the Company;
provided, however, that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated
by June 30, 2019; provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.


 


[Signature
Page Follows]


 






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	 	Sincerely,
	 	 
	 	HENNESSY
    CAPITAL PARTNERS IV LLC
	 	 
	 	By:	Hennessy
    Capital LLC, its managing member
	 	 
	 	By:	/s/
    Daniel J. Hennessy
	 	 	Name:
    Daniel J. Hennessy
	 	 	Title:
    Managing Member
	 	 
	 	By:	/s/
    Daniel J. Hennessy 
	 	 	Name:
    Daniel J. Hennessy 
	 	 
	 	By:	/s/
    Greg Ethridge
	 	 	Name:
    Greg Ethridge
	 	 
	 	By:	/s/
    Nicholas A. Petruska
	 	 	Name:
    Nicholas A. Petruska
	 	 
	 	By:	/s/
    Bradley Bell
	 	 	Name:
    Bradley Bell
	 	 
	 	By:	/s/
    Richard Burns
	 	 	Name:
    Richard Burns
	 	 
	 	By:	/s/
    Juan Carlos Mas
	 	 	Name:
    Juan Carlos Mas
	 	 
	 	By:	/s/
    Gretchen W. McClain
	 	 	Name:
    Gretchen W. McClain
	 	 
	 	By:	/s/
    James F. O’Neil III
	 	 	Name:
    James F. O’Neil III
	 	 
	 	By:	/s/
    Peter Shea
	 	 	Name:
    Peter Shea
	 	 
	 	Acknowledged
    and Agreed:
	 	 
	 	HENNESSY
    CAPITAL ACQUISITION CORP. IV
	 	 
	 	By:	/s/
    Daniel J. Hennessy
	 	 	Name:
    Daniel J. Hennessy
	 	 	Title:
    Chief Executive Officer


 


[Signature
Page to Letter Agreement]


 


 


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