Exhibit 10.11
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), made and entered into as
of this
day of February, 2015 (the "Effective Date"), by and among Blue Bird
Corporation (formerly known as Hennessy Capital Acquisition Corp.), a Delaware
corporation (the "Company"), The Traxis Group B.V., a limited liability company
existing under the laws of the Netherlands ("Traxis"), The Osterweis Strategic
Income Fund ("Investor I"), The Osterweis Strategic Investment Fund ("Investor
II"), Overland Relative Value Master Fund LP ("Investor III"), Overland Viceroy
Master Fund ("Investor IV"), Coliseum School Bus Holdings, LLC ("Investor V"),
Coliseum Capital Partners, L.P. ("Investor VI"), Coliseum Capital Partners II,
L.P. ("Investor VII") and Blackwell Partners LLC - Series A ("Investor VIII",
and together with Investor I, Investor II and Investor III, Investor IV,
Investor V, Investor VI and Investor VII, the "Investors").
WITNESSETH THAT
WHEREAS, the Company and Traxis have entered into that certain Purchase
Agreement, dated as of September 21, 2014, as amended (the "Purchase
Agreement"), pursuant to which, on the Effective Date, the Company is acquiring
from Traxis all of the issued and outstanding shares of capital stock of School
Bus Holdings, Inc. and, in exchange therefor, the Company is making a cash
payment to Traxis and issuing to Traxis a certain number of shares of the
Company's common stock, par value $0.0001 per share (the "Common Stock");
WHEREAS, as a condition to the obligations of Traxis under the Purchase
Agreement, the Company and Traxis have agreed to enter into this Agreement;
WHEREAS, the Company, Investor I and Investor II have entered into that certain
Subscription Agreement, dated as of September 23, 2014, as amended on
February 18, 2015 (the "Preferred Subscription Agreement"), pursuant to which,
on the Effective Date, the Company is issuing and selling to Investor I and
Investor II an aggregate of 400,000 shares of the Company's 7.625% Series A
Convertible Preferred Stock (the "Preferred Stock"), each share of Preferred
Stock convertible into shares of Common Stock (the "Underlying Common Shares")
as provided in the Certificate of Designations, Preferences, Rights and
Limitations of the Preferred Stock;
WHEREAS, the Company, Investor III and Investor IV have entered into that
certain Backstop and Subscription Agreement, dated as of September 21, 2014 (the
"Backstop Subscription Agreement"), pursuant to which, on the Effective Date,
the Company is issuing to Investor III and Investor IV up to 102,750 shares of
Common Stock, issued in accordance with the terms and conditions applicable to
"Utilization Fee Shares", as such term is used in the Backstop Subscription
Agreement (the "Utilization Fee Shares"); and
WHEREAS, the Company, Investor V, Investor VI, Investor VII and Investor VIII
have entered into that certain Subscription Agreement, dated as of February 18,
2015 (the "New Subscription Agreement" and together with the Preferred
Subscription Agreement and the Backstop Subscription Agreement, the "Investor
Agreements"), pursuant to which, on the Effective Date, the Company is issuing
and selling to (i) Investor V an aggregate of 100,000 shares of Preferred Stock
and (ii) Investor VI, Investor VII