Exhibit 4.5


 





RIGHTS AGREEMENT


 


This Rights Agreement (this “Agreement”)
is made as of October 24, 2014 between Hydra Industries Acquisition Corp., a Delaware corporation, with offices at 3 Columbus Circle,
16th Floor, New York, New York 10019 (the “Company”), and Continental Stock Transfer & Trust Company,
a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Rights Agent”).


 


WHEREAS, the Company is engaged in an initial
public offering (the “Offering”) of units of the Company’s equity securities (each, a “Unit” and
collectively, the “Units”) to UBS Securities LLC, as representative of the several underwriters (the “Underwriters”),
each such Unit comprised of one share of common stock of the Company, par value $.0001 per share (“Common Stock”),
one right to receive one-tenth of one share of Common Stock (each, a “Public Right” and collectively, the “Public
Rights”) upon the happening of an “Exchange Event” (defined herein), and one warrant to purchase one-half of
one share of Common Stock (collectively, the “Public Warrants”), and in connection therewith, has determined to issue
and deliver up to 9,200,000 Public Rights (including up to 1,200,000 Public Rights subject to the over-allotment option) to public
investors in the Offering; and


 


WHEREAS, the Company has entered into that
certain Contingent Forward Purchase Contract, dated as of October 24, 2014, with MIHI LLC (“MIHI”), pursuant to which
the Company will issue and deliver to MIHI up to an aggregate of 2,000,000 Units, including 2,000,000 warrants (the “Private
Warrants” and together with the Public Warrants, the “Warrants”) and 2,000,000 rights underlying such Units (the
“Private Rights” and together with the Public Rights, the “Rights”), such purchase to occur simultaneously
with the Company’s initial Business Combination (as defined in the Company’s Amended and Restated Certificate of Incorporation);
and


 


WHEREAS, the Company has filed with the
Securities and Exchange Commission a registration statement on Form S-1, File No. 333—198236, and the prospectus forming
a part thereof (the “Prospectus”), for the registration under the Securities Act of 1933, as amended, of the Units
and each of the securities comprising the Units, and the shares of Common Stock underlying the Public Rights; and


 






    	 



    	 



    

 


WHEREAS, the Company desires the Rights
Agent to act on behalf of the Company, and the Rights Agent is willing to so act, in connection with the issuance, registration,
transfer and exchange of the Rights; and


 


WHEREAS, the Company desires to provide
for the form and provisions of the Rights, the terms upon which they shall be issued, and the respective rights, limitation of
rights, and immunities of the Company, the Rights Agent, and the holders of the Rights; and


 


WHEREAS, all acts and things have been done
and performed which are necessary to make the Rights, when executed on behalf of the Company and countersigned by or on behalf
of the Rights Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution
and delivery of this Agreement.


 


NOW, THEREFORE, in consideration of the
mutual agreements herein contained, the parties hereto agree as follows:


 


1.Appointment of Rights Agent. The Company hereby
appoints the Rights Agent to act as agent for the Company for the Rights, and the Rights Agent hereby accepts such appointment
and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.


 


2.Rights.


 


2.1.Form of Right. Each Right shall be issued
in registered form only, shall be in substantially the form of Exhibit A hereto, the provisions of which are incorporated herein
and shall be signed by, or bear the facsimile signature of, the President and Secretary of the Company and shall bear a facsimile
of the Company’s seal. In the event the person whose facsimile signature has been placed upon any Right shall have ceased
to serve in the capacity in which such person signed the Right before such Right is issued, it may be issued with the same effect
as if he or she had not ceased to be such at the date of issuance.


 


2.2.Effect of Countersignature. Unless and until
countersigned by the Rights Agent pursuant to this Agreement, a Right shall be invalid and of no effect and may not be exchanged
for shares of Common Stock.


 






    	 



    	 



    

 


2.3.Registration.


 


2.3.1.Right Register. The Rights Agent shall
maintain books (“Right Register”) for the registration of original issuance and the registration of transfer of the
Rights. Upon the initial issuance of the Rights, the Rights Agent shall issue and register the Rights in the names of the respective
holders thereof in such denominations and otherwise in accordance with instructions delivered to the Rights Agent by the Company.


 


2.3.2.Registered Holder. Prior to due presentment
for registration of transfer of any Right, the Company and the Rights Agent may deem and treat the person in whose name such Right
shall be registered upon the Right Register (“registered holder”) as the absolute owner of such Right and of each Right
represented thereby (notwithstanding any notation of ownership or other writing on the Right Certificate made by anyone other than
the Company or the Rights Agent), for the purpose of the exchange thereof, and for all other purposes, and neither the Company
nor the Rights Agent shall be affected by any notice to the contrary.


 


2.4.Detachability of Rights. The securities comprising
the Units, including the Rights, will not be separately transferable until ten business days following the earlier to occur of:
(i) the 52nd day following the date of the Prospectus or (ii) the announcement by UBS Securities LLC of its intention
to allow separate earlier trading, except that in no event will the securities comprising the Units be separately tradeable until
the Company files a Current Report on Form 8-K which includes an audited balance sheet reflecting the receipt by the Company of
the gross proceeds of the Offering including the proceeds received by the Company from the exercise of the over-allotment option,
if the over-allotment option is exercised by the date thereof and the Company issues a press release and files a Current Report
on Form 8-K announcing when such separate trading shall begin.


 


3.Terms and Exchange of Rights


 


3.1.Rights. Each Right shall entitle the holder
thereof to receive one-tenth of one share of Common Stock upon the happening of an Exchange Event (defined below). No additional
consideration shall be paid by a holder of Rights in order to receive his, her or its shares of Common Stock upon an Exchange Event
as the purchase price for such shares of Common Stock has been included in the purchase price for the Units. In no event will the
Company be required to net cash settle the Rights.


 



    	 



    	 



    




 


3.2.Exchange Event. An “Exchange Event”
shall occur upon the Company’s consummation of an initial Business Combination (as defined in the Company’s Amended
and Restated Certificate of Incorporation).


 


3.3.Exchange of Rights.


 


3.3.1.Issuance of Certificates. As soon as practicable
upon the occurrence of an Exchange Event, the Company shall direct holders of the Rights to return their Rights Certificates to
the Rights Agent. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s)
a certificate or certificates for the number of full shares Common Stock to which he, she or it is entitled, registered in such
name or names as may be directed by him, her or it. Notwithstanding the foregoing, or any provision contained in this Agreement
to the contrary, in no event will the Company be required to net cash settle the Rights. The Company shall not issue fractional
shares upon exchange of Rights. At the time of an Exchange Event, the Company will either instruct the Rights Agent to round up
to the nearest whole share of Common Stock or otherwise inform it how fractional shares will be addressed, in accordance with Section
155 of the Delaware General Corporation Law.


 


3.3.2.Valid Issuance. All shares of Common Stock
issued upon an Exchange Event in conformity with this Agreement shall be validly issued, fully paid and nonassessable.


 


3.3.3.Date of Issuance. Each person in whose
name any such certificate for shares of Common Stock is issued shall for all purposes be deemed to have become the holder of record
of such shares on the date of the Exchange Event, irrespective of the date of delivery of such certificate.


 


3.3.4Company Not Surviving Following
Exchange Event. Upon an Exchange Event in which the Company does not continue as the publicly held reporting entity, the definitive
agreement will provide for the holders of Rights to receive the same per share consideration the holders of the shares of Common
Stock will receive in such transaction, for the number of shares such holder is entitled to pursuant to Section 3.3.1 above. Each
holder of a Right will be required to affirmatively convert his, her or its rights in order to receive the 1/10 of a share underlying
each right (without paying any additional consideration) upon consummation of the Exchange Event. Each holder of a Right will be
required to indicate his, her or its election to convert the Rights into the underlying shares as well as to return the original
certificates evidencing the Rights to the Company.


 






    	 



    	 



    

 


3.5Duration of Rights. If an Exchange Event does
not occur within 24 months from the closing of the Offering, the Rights shall expire and shall be worthless.


 


4.Transfer and Exchange of Rights.


 


4.1.Registration of Transfer. The Rights Agent
shall register the transfer, from time to time, of any outstanding Right upon the Right Register, upon surrender of such Right
for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions for transfer. Upon
any such transfer, a new Right representing an equal aggregate number of Rights shall be issued and the old Right shall be cancelled
by the Rights Agent. The Rights so cancelled shall be delivered by the Rights Agent to the Company from time to time upon request.


 


4.2.Procedure for Surrender of Rights. Rights
may be surrendered to the Rights Agent, together with a written request for exchange or transfer, and thereupon the Rights Agent
shall issue in exchange therefor one or more new Rights as requested by the registered holder of the Rights so surrendered, representing
an equal aggregate number of Rights; provided, however, that in the event that a Right surrendered for transfer bears a restrictive
legend, the Rights Agent shall not cancel such Right and issue new Rights in exchange therefor until the Rights Agent has received
an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Rights must also bear
a restrictive legend.


 


4.3.Fractional Rights. The Rights Agent shall
not be required to effect any registration of transfer or exchange which will result in the issuance of a Right Certificate for
a fraction of a Right.


 


4.4.Service Charges. No service charge shall
be made for any exchange or registration of transfer of Rights.


 


4.5.Right Execution and Countersignature. The
Rights Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Rights required
to be issued pursuant to the provisions of this Section 4, and the Company, whenever required by the Rights Agent, will supply
the Rights Agent with Rights duly executed on behalf of the Company for such purpose.


 






    	 



    	 



    

 


5.Other Provisions Relating to Rights of Holders of Rights.


 


5.1.No Rights as Shareholder. Until exchange
of a Right for shares of Common Stock as provided for herein, a Right does not entitle the registered holder thereof to any of
the rights of a shareholder of the Company, including, without limitation, the right to receive dividends, or other distributions,
exercise any preemptive rights to vote or to consent or to receive notice as shareholders in respect of the meetings of shareholders
or the election of directors of the Company or any other matter.


 


5.2.Lost, Stolen, Mutilated, or Destroyed Rights.
If any Right is lost, stolen, mutilated, or destroyed, the Company and the Rights Agent may on such terms as to indemnity or otherwise
as they may in their discretion impose (which shall, in the case of a mutilated Right, include the surrender thereof), issue a
new Right of like denomination, tenor, and date as the Right so lost, stolen, mutilated, or destroyed. Any such new Right shall
constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed
Right shall be at any time enforceable by anyone.


 


5.3.Reservation of Common Stock. The Company
shall at all times reserve and keep available a number of its authorized but unissued shares of Common Stock that will be sufficient
to permit the exchange of all outstanding Rights issued pursuant to this Agreement.


 


6.Concerning the Rights Agent and Other Matters.


 


6.1.Payment of Taxes. The Company will from time
to time promptly pay all taxes and charges that may be imposed upon the Company or the Rights Agent in respect of the issuance
or delivery of shares of Common Stock upon the exchange of Rights, but the Company shall not be obligated to pay any transfer taxes
in respect of the Rights or such shares.


 


6.2.Resignation, Consolidation, or Merger of Rights
Agent.


 


6.2.1.Appointment of Successor Rights Agent.
The Rights Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and
liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the Rights Agent becomes
vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Rights Agent in place
of the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after it has been notified in
writing of such resignation or incapacity by the Rights Agent or by the holder of the Right (who shall, with such notice, submit
his, her or its Right for inspection by the Company), then the holder of any Right may apply to the Supreme Court of the State
of New York for the County of New York for the appointment of a successor Rights Agent at the Company’s cost. Any successor
Rights Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under the laws of
the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York,
and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state
authority. After appointment, any successor Rights Agent shall be vested with all the authority, powers, rights, immunities, duties,
and obligations of its predecessor Rights Agent with like effect as if originally named as Rights Agent hereunder, without any
further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Rights Agent shall execute and
deliver, at the expense of the Company, an instrument transferring to such successor Rights Agent all the authority, powers, and
rights of such predecessor Rights Agent hereunder; and upon request of any successor Rights Agent the Company shall make, execute,
acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor
Rights Agent all such authority, powers, rights, immunities, duties, and obligations.


 






    	 



    	 



    

 


6.2.2.Notice of Successor Rights Agent. In the
event a successor Rights Agent shall be appointed, the Company shall give notice thereof to the predecessor Rights Agent and the
transfer agent for the Common Stock not later than the effective date of any such appointment.


 


6.2.3.Merger or Consolidation of Rights Agent.
Any corporation into which the Rights Agent may be merged or with which it may be consolidated or any corporation resulting from
any merger or consolidation to which the Rights Agent shall be a party shall be the successor Rights Agent under this Agreement
without any further act.


 


6.3.Fees and Expenses of Rights Agent.


 


6.3.1.Remuneration. The Company agrees to pay
the Rights Agent reasonable remuneration for its services as such Rights Agent hereunder and will reimburse the Rights Agent upon
demand for all expenditures that the Rights Agent may reasonably incur in the execution of its duties hereunder.


 


6.3.2.Further Assurances. The Company agrees
to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all such further
and other acts, instruments, and assurances as may reasonably be required by the Rights Agent for the carrying out or performing
of the provisions of this Agreement.


 






    	 



    	 



    

 


6.4.Liability of Rights Agent.


 


6.4.1.Reliance on Company Statement. Whenever
in the performance of its duties under this Agreement, the Rights Agent shall deem it necessary or desirable that any fact or matter
be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence
in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement signed
by the Chief Executive Officer, Chief Operating Officer or Chief Financial Officer and delivered to the Rights Agent. The Rights
Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.


 


6.4.2.Indemnity. The Rights Agent shall be liable
hereunder only for its own gross negligence, willful misconduct or bad faith. Subject to Section 6.6 below, the Company agrees
to indemnify the Rights Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel
fees, for anything done or omitted by the Rights Agent in the execution of this Agreement except as a result of the Rights Agent’s
gross negligence, willful misconduct, or bad faith.


 


6.4.3.Exclusions. The Rights Agent shall have
no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Right (except
its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained
in this Agreement or in any Right; nor shall it by any act hereunder be deemed to make any representation or warranty as to the
authorization or reservation of any Common Stock to be issued pursuant to this Agreement or any Right or as to whether any Common
Stock will when issued be valid and fully paid and nonassessable.


 


6.5.Acceptance of Agency. The Rights Agent hereby
accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein set forth.


 






    	 



    	 



    

 


6.6Waiver. The Rights Agent hereby waives any
right of set-off or any other right, title, interest or claim of any kind (“Claim”) in, or to any distribution of,
the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between
the Company and the Rights Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement, payment or satisfaction
for any Claim against the Trust Account for any reason whatsoever.


 


7.Miscellaneous Provisions.


 


7.1.Successors. All the covenants and provisions
of this Agreement by or for the benefit of the Company or the Rights Agent shall bind and inure to the benefit of their respective
successors and assigns.


 


7.2.Notices. Any notice, statement or demand
authorized by this Agreement to be given or made by the Rights Agent or by the holder of any Right to or on the Company shall be
sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within
five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company with
the Rights Agent), as follows:


 


Hydra Industries Acquisition Corp.


3 Columbus Circle, 16th
Floor


New York, NY 10019


Attention: Jeffrey S. Lipkin


 


Any notice, statement or demand authorized by this Agreement
to be given or made by the holder of any Right or by the Company to or on the Rights Agent shall be sufficiently given when so
delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five days after deposit
of such notice, postage prepaid, addressed (until another address is filed in writing by the Rights Agent with the Company), as
follows:


 


Continental Stock Transfer & Trust Company


17 Battery Place


New York, New York 10004


Attn: Compliance Department


 


with a copy to:


 


UBS Securities LLC


1285 Avenue of the Americas


New York, New York 10019


Attention: Syndicate / Michael Ryan





 






    	 



    	 



    

 


7.3.Applicable Law. The validity, interpretation,
and performance of this Agreement and of the Rights shall be governed in all respects by 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 Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement
shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District
of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any
objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be
served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested,
postage prepaid, addressed to it at the address set forth in Section 7.2 hereof. Such mailing shall be deemed personal service
and shall be legal and binding upon the Company in any action, proceeding or claim.


 


7.4.Persons Having Rights under this Agreement.
Nothing in this Agreement expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be
construed, to confer upon, or give to, any person or corporation other than the parties hereto and the registered holders of the
Rights and, for the purposes of Sections 3.1, 7.4 and 7.8 hereof, the Underwriters, any right, remedy, or claim under or by reason
of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. The Underwriters shall be deemed to
be a third-party beneficiary of this Agreement with respect to Sections 3.1, 7.4 and 7.8 hereof. All covenants, conditions, stipulations,
promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto (and the
Underwriters with respect to the Sections 3, 7.4 and 7.8 hereof) and their successors and assigns and of the registered holders
of the Rights.


 


7.5.Examination of the Right Agreement. A copy
of this Agreement shall be available at all reasonable times at the office of the Rights Agent in the Borough of Manhattan, City
and State of New York, for inspection by the registered holder of any Right. The Rights Agent may require any such holder to submit
his, her or its Right for inspection by it.


 






    	 



    	 



    

 


7.6.Counterparts. This 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.


 


7.7.Effect of Headings. The Section headings
herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.


 


7.8Amendments. This Agreement may be amended
by the parties hereto without the consent of any registered holder for the purpose of curing any ambiguity, or of curing, correcting
or supplementing any defective provision contained herein or adding or changing any other provisions with respect to matters or
questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely
affect the interest of the registered holders. All other modifications or amendments shall require the written consent or vote
of the registered holders of a majority of the then outstanding Rights. The provisions of this Section 7.8 may not be modified,
amended or deleted without the prior written consent of UBS Securities LLC.


 


7.9Severability. This 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 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 Agreement a provision as similar in terms
to such invalid or unenforceable provision as may be possible and be valid and enforceable.





 


 


[Signature Page Follows]


 


 




    	 



    	 



    

 


IN WITNESS WHEREOF, this Agreement has been
duly executed by the parties hereto as of the day and year first above written.





 





	 	HYDRA INDUSTRIES ACQUISITION CORP.
	 	 	 
	 	By:	/s/A. Lorne Weil
	 	  	Name:  A. Lorne Weil
	 	 	Title:   Chief Executive Officer
	 	 	 
	 	CONTINENTAL STOCK TRANSFER
	 	& TRUST COMPANY
	 	 	 
	 	By:	/s/Jeanne Schaffer
	 	 	Name:  Jeanne Schaffer
	 	 	Title:  Vice President