SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934*

Blue Bird Corporation

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

095306106

(CUSIP Number)

Christopher Shackelton/Adam Gray

Metro Center

1 Station Place, 7th Floor South

Stamford, CT 06902

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 24, 2015

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 140.13d-1(g), check the following box.  ¨

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 095306106 (Common Stock)

1.	Names of Reporting Persons. Coliseum Capital Management, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  x
3.	SEC Use Only
4.	Source of Funds (See Instructions) AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 3,423,811 (1)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 3,423,811 (1)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,423,811 (1)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 16.2% (1)
14.	Type of Reporting Person (See Instructions) IA

(1) Includes 862,811 Common Shares that could be obtained upon conversion of 100,000 of the Issuer’s 7.625% Series A Convertible Cumulative Preferred Stock (the “Series A Shares”) held directly by Coliseum School Bus Holdings, LLC.

Page 2 of 12

CUSIP No. 095306106 (Common Stock)

1.	Names of Reporting Persons. Coliseum Capital, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  x
3.	SEC Use Only
4.	Source of Funds (See Instructions) AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 2,749,386(1)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 2,749,386 (1)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,749,386 (1)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 13.0% (1)
14.	Type of Reporting Person (See Instructions) OO

(1) Includes 689,386 Common Shares that could be obtained upon conversion of 79,900 Series A Shares held directly by Coliseum School Bus Holdings, LLC.

Page 3 of 12

CUSIP No. 095306106 (Common Stock)

1.	Names of Reporting Persons. Coliseum School Bus Holdings, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  x
3.	SEC Use Only
4.	Source of Funds (See Instructions) AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 862,811 (1)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 862,811 (1)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 862,811 (1)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 4.0% (1)
14.	Type of Reporting Person (See Instructions) OO

(1) Consists of Common Shares that could be obtained upon conversion of 100,000 Series A Shares held directly by Coliseum School Bus Holdings, LLC.

Page 4 of 12

CUSIP No. 095306106 (Common Stock)

1.	Names of Reporting Persons. Coliseum Capital Partners, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  x
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 2,332,398 (1)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 2,332,398 (1)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,332,398 (1)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 11.0% (1)
14.	Type of Reporting Person (See Instructions) PN

(1) Includes 582,398 Common Shares that could be obtained upon conversion of 67,500 Series A Shares held directly by Coliseum School Bus Holdings, LLC.

Page 5 of 12

CUSIP No. 095306106 (Common Stock)

1.	Names of Reporting Persons. Coliseum Capital Partners II, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  x
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 416,988 (1)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 416,988 (1)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 416,988 (1)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 2.0% (1)
14.	Type of Reporting Person (See Instructions) PN

(1) Includes 106,988 Common Shares that could be obtained upon conversion of 12,400 Series A Shares held directly by Coliseum School Bus Holdings, LLC.

Page 6 of 12

CUSIP No. 095306106 (Common Stock)

1.	Names of Reporting Persons. Adam Gray
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  x
3.	SEC Use Only
4.	Source of Funds (See Instructions) AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 3,423,811 (1)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 3,423,811 (1)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,423,811 (1)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 16.2% (1)
14.	Type of Reporting Person (See Instructions) IN

(1) Includes 862,811 Common Shares that could be obtained upon conversion of 100,000 Series A Shares held directly by Coliseum School Bus Holdings, LLC.

Page 7 of 12

CUSIP No. 095306106 (Common Stock)

1.	Names of Reporting Persons. Christopher Shackelton
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  x
3.	SEC Use Only
4.	Source of Funds (See Instructions) AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 3,423,811 (1)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 3,423,811 (1)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,423,811 (1)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 16.2% (1)
14.	Type of Reporting Person (See Instructions) IN

(1) Includes 862,811 Common Shares that could be obtained upon conversion of 100,000 Series A Shares held directly by Coliseum School Bus Holdings, LLC.

Page 8 of 12

CUSIP No. 095306106 (Common Stock)

Item 1. Security and Issuer.

The title of the class of equity securities to which this statement relates to is the Common Stock, $0.0001 par value per share (the “Common Shares”) of Blue Bird Corporation, a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 402 Blue Bird Boulevard, Fort Valley, Georgia.

Item 2. Identity and Background.

The persons filing this statement and the persons enumerated in Instruction C of Schedule 13D and, where applicable, their respective places of organization, general partners, directors, executive officers and controlling persons and the information regarding them, are as follows:

(a) As used in this statement, the term “Filers” collectively refers to:

• Coliseum Capital Management, LLC, a Delaware limited liability company (“CCM”);

• Coliseum Capital, LLC, a Delaware limited liability company (“CC”);

• Coliseum School Bus Holdings, LLC, a Delaware limited liability company (“CSB”);

• Coliseum Capital Partners, L.P., a Delaware limited partnership (“CCP”);

• Coliseum Capital Partners II, L.P., a Delaware limited partnership (“CCP2”);

• Adam Gray, a director of the Issuer (“Gray”); and

• Christopher Shackelton (“Shackelton”).

(b) The business address of the Filers is Metro Center, 1 Station Place, 7th Floor South, Stamford, CT 06902.

(c) The present principal occupation or employment of each of the Filers and the name, principal business and address of any corporation or other organization in which such employment is conducted is as follows:

CCM is the investment adviser to CCP and CCP2, which are investment limited partnerships. CC is the General Partner of CCP and CCP2. Gray and Shackelton are the managers of CC and CCM. CSB was formed to invest in the Issuer, and CCM is the manager of CSB. CCP, CCP2 and a separate account investment advisory client of CCM (the “Separate Account”) invested in the Series A Shares through CSB.

(d) During the last five years, none of the Filers has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Filers was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The citizenship or place of organization for each of the Filers is listed in Row 6 of the cover pages hereto.

Item 3. Source and Amount of Funds or Other Consideration.

The source and amount of funds used in purchasing the Common Shares and Series A Shares were as follows:

Purchaser	Source of Funds	Amount
CCP	Working Capital	$	24,190,622.60
CCP2	Working Capital	$	4,340,000
CCM	Affiliate Funds	$	7,020,000

Page 9 of 12

CUSIP No. 095306106 (Common Stock)

Item 4. Purpose of Transaction.

On February 18, 2015, the Issuer and Traxis Group B.V. (“Seller”) entered into a Subscription Agreement (“Subscription Agreement”) with CSB, CCP, CCP2 and the Separate Account (collectively, the “Coliseum Entities”) CCP, CCP2 and the Separate Account have 67.5%, 12.4% and 20.1% membership interests, respectively, in CSB. Pursuant to the Subscription Agreement, CCP, CCP2 and the Separate Account purchased 2,500,000 Common Shares at a purchase price of $10 per share and CSB purchased 100,000 Series A Shares at a purchase price of $100 per share in connection with the Issuer’s acquisition of School Bus Holdings, Inc. from Seller (the “Business Combination”), which closed on February 24, 2015.

Pursuant to the terms of the Subscription Agreement, Gray became a member of the board of directors of the Issuer effective as of the closing of the Business Combination on February 24, 2015. Gray is a Class II director, and his term will expire at the 2016 annual meeting of stockholders.

The foregoing summary of certain provisions of the Subscription Agreement is qualified in its entirety to the Subscription Agreement, a copy of which is filed as Exhibit 2 to this Schedule 13D and incorporated herein by reference.

In connection with the Subscription Agreement, Coliseum entered into a letter agreement with Seller (“Director Removal Letter Agreement”), which provides that Seller will not, and will cause its affiliates to not, vote or provide consent, directly or indirectly, to remove Gray from the Issuer’s board of directors without cause at any time from and after the closing of the Business Combination through the 2016 annual meeting of stockholders. Prior to any sale, transfer or other disposition of any shares of the Common Shares by Seller to an affiliate, such affiliate will agree to be bound by the restrictions of such Director Removal Letter Agreement. The foregoing summary of the Director Removal Letter is qualified in its entirety to the Director Removal Letter, a copy of which is filed as Exhibit 3 to this Schedule 13D and incorporated herein by reference.

On February 24, 2015, the Issuer entered into a registration rights agreement (the “Registration Rights Agreement”) with the Coliseum Entities and certain other investors, pursuant to which the Issuer has agreed to provide the Coliseum Entities with certain “piggyback” registration rights under the Securities Act of 1933, as amended, with respect to their Common Shares, Series A Shares and Common Shares obtainable upon conversion of the Series A Shares. The foregoing summary of certain provisions of the Registration Rights Agreement is qualified in its entirety to the Registration Rights Agreement, a copy of which is filed as Exhibit 4 to this Schedule 13D and incorporated herein by reference.

The Filers acquired the Common Shares and Series A Shares for investment purposes, and such purposes were made in the Filers’ ordinary course of business. In pursuing such investment purposes, the Filers may further purchase, hold, vote, trade, dispose or otherwise deal in the Common Shares or the Series A Shares at times, and in such manner (including pursuant to hedging transactions), as they deem advisable to benefit from changes in market prices of the Common Shares or the Series A Shares, changes in the Issuer’s operations, business strategy or prospects, or from a sale or merger of the Issuer. To evaluate such alternatives, the Filers routinely will monitor the Issuer’s operations, prospects, business development, management, competitive and strategic matters, capital structure, and prevailing market conditions, as well as alternative investment opportunities, liquidity requirements of the Filers and other investment considerations. Consistent with their investment research methods and evaluation criteria, the Filers may discuss such matters with management or directors of the Issuer, other shareholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit and other investors. Such factors and discussions may materially affect, and result in, the Filers’ modifying their ownership of the Common Shares and the Series A Shares, exchanging information with the Issuer pursuant to appropriate confidentiality or similar agreements, proposing changes in the Issuer’s operations, governance or capitalization, or in proposing one or more of the other actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Filers reserve the right to formulate other plans and/or make other proposals and take such actions with respect to their investment in the Issuer, including any or all of the actions set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D, or acquire additional Common Shares or Series A Shares or dispose of all Common Shares or Series A Shares beneficially owned by them, in public market or privately negotiated transactions. The Filers may at any time reconsider and change their plans or proposals relating to the foregoing.

Page 10 of 12

CUSIP No. 095306106 (Common Stock)

Item 5. Interest in Securities of the Issuer.

The information relating to the beneficial ownership of Common Stock by each of the Filers set forth in Rows 7 through 13 of the cover pages hereto is incorporated herein by reference. The percentages set forth in Row 13 for all cover pages filed herewith are calculated based upon 20,692,800 Common Shares that the Issuer expects to have outstanding on a pro-forma basis as a result of certain transactions relating to the Business as described in the Issuer’s Form 8-K filed with the SEC on March 2, 2015.

CCP effected the following purchase of Common Shares in open market transactions on the date indicated:

Filer	Purchase or Sale		Date		No. of Shares		Weighted Average Price Per Share
CCP		Purchase		3/5/2015		61,000	$	9.03

Except as noted herein, the Filers have not effected any transactions in the Common Stock in the sixty days preceding the date of this filing.

Except as set forth in Item 6 hereof, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares or the Series A Shares reported herein.

The information in Items 4 and 6 is incorporated herein by reference.

Item 6. Contracts, Arrangement, Understandings or Relationships with Respect to Securities of the Issuer.

CCM is an investment adviser whose clients, including CCP, CCP2 and the Separate Account, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares and the Series A Shares. CC is the general partner of CCP and CCP2. Gray and Shackelton are the managers of CC and CCM. CCM may have the right to receive performance-related fees from the Separate Account, and CC may have the right to receive performance-related fees from CCP and CCP2.

The information in Item 4 is incorporated herein by reference.

Item 7. Material to Be Filed as Exhibits.

Exhibit No.	Description
1	Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G
2	Subscription Agreement for 7.625% Series A Convertible Preferred Stock and Common Stock, dated February 18, 2015, by and among the Issuer, Traxis Group B.V. and the Coliseum Entities
3	Director Removal Letter Agreement, dated as of February 18, 2015, by and between The Traxis Group B.V. and the Coliseum Entities
4	Registration Rights Agreement, dated February 24, 2015, by and among the Issuer and certain investors named therein, including the Coliseum Entities

Page 11 of 12

CUSIP No. 095306106 (Common Stock)

SIGNATURES

After reasonable inquiry and to the best of my knowledge, I certify that the information set forth in this statement is true, complete and correct.

Dated: March 6, 2015

COLISEUM CAPITAL MANAGEMENT, LLC		COLISEUM CAPITAL, LLC
By:	/s/ Christopher Shackelton	By	/s/ Adam Gray
	Christopher Shackelton, Manager		Adam Gray, Manager
COLISEUM SCHOOL BUS HOLDINGS, LLC		COLISEUM CAPITAL PARTNERS, L.P.
By:	Coliseum Capital Management, LLC, Manager	By:	Coliseum Capital, LLC, General Partner
By:	/s/ Adam Gray	By:	/s/ Adam Gray
	Adam Gray, Manager		Adam Gray, Manager
COLISEUM CAPITAL PARTNERS II, L.P.		CHRISTOPHER SHACKELTON
By:	Coliseum Capital, LLC, General Partner
By:	/s/ Adam Gray	/s/ Christopher Shackelton
	Adam Gray, Manager	Christopher Shackelton
ADAM GRAY
/s/ Adam Gray
Adam Gray

Page 12 of 12

EX-99.1

EXHIBIT 1

Joint Filing Agreement Pursuant to Rule 13d-1

This agreement is made pursuant to Rule 13d-l(k)(1) under the Securities and Exchange Act of 1934, as amended (the “Act”) by and among the parties listed below, each referenced to herein as a “Joint Filer.” The Joint Filers agree that a statement of beneficial ownership as required by Sections 13(g) or 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.

Date: March 6, 2015

COLISEUM CAPITAL MANAGEMENT, LLC		COLISEUM CAPITAL, LLC
By:	/s/ Christopher Shackelton	By	/s/ Adam Gray
	Christopher Shackelton, Manager		Adam Gray, Manager
COLISEUM SCHOOL BUS HOLDINGS, LLC		COLISEUM CAPITAL PARTNERS, L.P.
By:	Coliseum Capital Management, LLC,	By:	Coliseum Capital, LLC, General Partner
	Manager
By:	/s/ Adam Gray	By:	/s/ Adam Gray
	Adam Gray, Manager		Adam Gray, Manager
COLISEUM CAPITAL PARTNERS II, L.P.		CHRISTOPHER SHACKELTON
By:	Coliseum Capital, LLC, General Partner
By:	/s/ Adam Gray	/s/ Christopher Shackelton
	Adam Gray, Manager	Christopher Shackelton

ADAM GRAY

/s/ Adam Gray

Adam Gray

EX-99.2

Exhibit 2

EXECUTION VERSION

SUBSCRIPTION AGREEMENT

FOR

7.625% SERIES A CONVERTIBLE PREFERRED STOCK

AND

COMMON STOCK

This Subscription Agreement (this “Agreement”), made as of February 18, 2015 by and among Hennessy Capital Acquisition Corp. (the “Company”), The Traxis Group B.V. (“Traxis”), the undersigned subscriber of Preferred Shares (as defined below) under whose name is set forth “Preferred Subscriber” on the signature pages hereto (the “Preferred Subscriber”) and each of the undersigned subscribers of shares of Common Stock (as defined below) under whose name is set forth “Common Subscriber” on the signature pages hereto (each, a “Common Subscriber,” collectively, the “Common Subscribers” and, together with the Preferred Subscriber, the “Subscribers” and each a “Subscriber”), is intended to set forth certain representations, covenants and agreements among the Company and the Subscribers:

(i) with respect to the private offering (the “Preferred Offering”) for sale by the Company and the purchase by the Preferred Subscriber in such private offering, pursuant to Section 1 hereof, of the number of shares set forth under the Preferred Subscriber’s name on the signature pages hereto of 7.625% Preferred Stock with the terms set out in the form of certificate of designations attached as Exhibit A hereto (the “Certificate of Designations” and, such shares, the “Preferred Shares”) at a price per share of $100.00;

(ii) with respect to the acquisition by each Common Subscriber of shares of common stock of the Company, par value $0.0001 per share with the terms set out in the form of the second amended and restated certificate of incorporation of the Company attached as Exhibit E hereto (the “Common Stock”), through private transactions as described in Section 2(c) hereof; and

(iii) with respect to the private offering (the “Common Offering”) for sale by the Company and the purchase by each Common Subscriber in such private offering, pursuant to Section 2(d) hereof, of shares of Common Stock.

In consideration of the mutual terms, covenants and conditions contained herein, the Subscribers and the Company hereby agree as follows:

1. Subject Preferred Subscription. Subject to the terms and conditions set forth in this Agreement, the Preferred Subscriber hereby irrevocably subscribes for and agrees, subject to the simultaneous occurrence of the closing of the acquisition of School Bus Holdings Inc. (“School Bus”) in accordance with that certain Purchase Agreement, dated as of September 21, 2014 (as amended and as in effect as of the date hereof, the “Purchase Agreement”), by and between Traxis and the Company (such acquisition, the “Acquisition”, and the closing of the Acquisition, the “Acquisition Closing”), to purchase from the Company the number of Preferred Shares indicated as the “Subject Preferred Shares” under the Preferred Subscriber’s name on the signature page hereto (the “Subject Preferred Shares”) at a purchase price of $100.00 per share, and the Company agrees, subject to the simultaneous Acquisition Closing and the other conditions set forth herein, to sell to the Preferred Subscriber at such purchase price such number of Subject Preferred Shares; provided, however, that, notwithstanding anything to the contrary herein, if either (i) the Base Conversion Price (as defined in the Certificate of Designations) is less than $11.60 or (ii) the value of the consideration paid to Traxis upon the Acquisition Closing is less than $220.0 million, valuing all shares of Common Stock issued to Traxis at $10.00 per share, then the Company shall not have any obligation to sell any Preferred Shares to the Preferred Subscriber.

2. Subject Common Subscription.

(a) Each Common Subscriber covenants and agrees that until the earlier of (A) the Acquisition Closing and (B) the Termination Date (as defined below), it shall not, and shall ensure that its Affiliates do not, Transfer any Common Stock. For purposes hereof, “Affiliate” shall mean affiliate as such term is defined in Rule 12b-2 of the Exchange Act (as defined below) 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.

(b) Each Common Subscriber covenants and agrees that it shall, and shall cause its Affiliates to, (A) vote the Common Stock, if any, that it owned on the record date for the special meeting of stockholders to be held by the Company to approve, among other things, the Acquisition (the “Special Meeting”) in favor of (x) the Acquisition, whether pursuant to a proxy filed by the Company or otherwise, in any vote thereon and (y) the proposals of the Company set forth in its Definitive Proxy Statement filed with the Securities and Exchange Commission (the “SEC”), as supplemented by definitive additional materials filed with the SEC through the date hereof (the “Proxy”) in connection with the Special Meeting and (B) not exercise its redemption rights in any Common Stock in connection with the Special Meeting.

(c) Commencing on the date hereof through the close of business on the third Trading Day prior to the Special Meeting (the “Private Purchase Deadline”), each Common Subscriber shall (provided it is lawful to do so) use reasonable best efforts to purchase the number of shares of Common Stock that may be purchased for the consideration set forth as Common Shares Allocation under its name on the signature page hereto (as such Common Shares Allocation may be modified in accordance with Section 3(f) hereof) (or such lesser number of shares, if any, as directed by the Company in writing or to which the Company consented in writing) (its “Common Shares Allocation”) in privately negotiated transactions with third parties, including forward contracts, provided that: (a) such transactions settle no later than, and are conditioned upon, the Acquisition Closing and (b) no Common Subscriber shall be required to purchase any shares of Common Stock at a price above $10.00. On the date immediately following the Private Purchase Deadline and promptly at other times requested by the Company from time to time, each Common Subscriber shall (x) notify the Company in writing of the number of shares of Common Stock so purchased (the “Market Shares”) and the aggregate purchase price paid therefor by such Common Subscriber and (y) provide the Company, for all Market Shares acquired, all documentary evidence reasonably requested by the Company and its advisors (including without limitation, its legal counsel) and its transfer agent and proxy solicitor to confirm that: (A) such Common Subscriber purchased, or has contracted to purchase, such shares, and (B) the seller of such shares has provided to such Common Subscriber a representation that (I) the seller voted such shares in favor of the Acquisition and the proposals of the Company set forth in the Proxy and (II) the seller of such shares did not exercise its redemption rights for such shares in connection with the Special Meeting. For purposes hereof, “Trading Day” shall mean a day during which trading in the Common Stock generally occurs on the NASDAQ Capital Market or, if the Common Stock is not listed on the NASDAQ Capital Market, 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.

2

(d) Subject to the terms and conditions set forth in this Agreement, each Common Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company the number of shares of Common Stock equivalent to its Private Placement Remainder (as defined below) at a purchase price of $10.00 per share, and the Company agrees to sell such shares to each Common Subscriber at such price (the shares of Common Stock to be so sold, the “Subject Common Shares”), subject to the Company’s right to determine not to consummate such sale if the Acquisition Closing does not occur. For the avoidance of doubt, if the Acquisition Closing does not occur, then the Common Subscribers’ obligations to purchase, and the Company’s obligation to issue, shares under the foregoing sentence are extinguished. Any such purchase shall be consummated simultaneously with the Acquisition Closing. For purposes hereof, each Common Subscriber’s “Private Placement Remainder” shall mean that number of shares of Common Stock that is equal to the quotient obtained by dividing (A) such Common Subscriber’s Common Shares Allocation (as reduced by the amount, if any, of its Common Shares Allocation used to purchase common stock pursuant to Section 2(c) hereof) by (B) $10.00. For the avoidance of doubt, in the event that less than all (or no) Market Shares are acquired by any Common Subscriber pursuant to Section 2(c), such Common Subscriber’s obligations under this Section 2(d) shall nevertheless apply.

3. Delivery of Subscription Amount; Acceptance of Subscriptions; Delivery. Each Subscriber understands and agrees that this subscription is made subject to the following terms and conditions:

(a) Contemporaneously with the execution and delivery of this Agreement, each Subscriber shall execute and deliver the Investor Questionnaire (as defined below) and, in respect of the Preferred Offering and Common Offering, as applicable, upon notice from the Company setting forth the reasonably anticipated date of the Acquisition Closing, each Subscriber shall, no fewer than 3 days prior to such anticipated date (the “Funding Date”), cause a wire transfer to be made for payment for the Subject Preferred Shares and the Subject Common Shares, as applicable, in immediately available funds in the amount equal to (i) in the case of the Preferred Subscriber, $100.00 multiplied by the number of Subject Preferred Shares for which the Preferred Subscriber has subscribed pursuant to Section 1 hereof (the “Preferred Subscription Amount”) and (ii) in the case of each Common Subscriber, $10.00 multiplied by the number of Subject Common Shares to be purchased by such Common Subscriber pursuant to the Common Offering, (the “Common Subscription Amount”), in each case in accordance with the Subscription Instructions set forth on Exhibit B hereto. In the event a Common Subscriber enters into privately negotiated transactions with third parties subsequent to the Funding Date but prior to the Acquisition Closing, the Common Subscription Amount shall be reduced by the dollar amount of such purchases, such excess funds shall be returned to such Common Subscriber, and the number of Subject Common Shares shall be reduced by an amount equal to the quotient obtained by dividing the aggregate amount paid by such Common Subscriber to such third parties for such shares of Common Stock divided by $10.00. The payments provided for in this Section 3(a) shall be maintained in escrow with Continental Stock Transfer & Trust Company (or other nationally recognized escrow agent with whom in all cases, whether with Continental Stock Transfer & Trust Company or otherwise, the Company shall have an escrow agreement in place for purposes hereof, which such agreement shall be on reasonable and customary terms) pending the Company’s acceptance of the subscription.

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(b) The respective subscriptions of the Preferred Subscriber for the Subject Preferred Shares and of the Common Subscribers for the Subject Common Shares shall be deemed to be accepted only (and shall not otherwise be accepted by the Company except) when (i) the Company has confirmed in writing to such Subscriber that the Company’s representations and warranties contained herein are, or shall be, true and correct as of the date of the acceptance of such subscription and (ii) there occurs the simultaneous Acquisition Closing. If all such acceptances do not occur on or prior to the earliest of (x) the Acquisition Closing or (y) the date on which the Purchase Agreement is terminated in accordance with its terms (the “Termination Date”), such Subscriber’s subscription shall automatically be deemed rejected (the “Subscription Rejection”). For the avoidance of doubt, no Subscriber shall be deemed to have made or to have agreed to make any subscription hereunder in the event any other Subscriber’s subscription is not accepted or is deemed rejected by the Company.

(c) The payment of the Preferred Subscription Amount and Common Subscription Amount (or a portion thereof, as applicable) will be returned promptly, without interest, to the applicable Subscriber if the subscriptions are rejected in whole or in part or if the Preferred Offering or Common Offering, as applicable, is withdrawn or canceled.

(d) The representations and warranties of the Company and each Subscriber set forth herein shall be true and correct as of the date that the Company accepts the subscriptions set forth herein.

(e) Notwithstanding anything to the contrary herein, the Preferred Subscriber shall not have any obligation to purchase from the Company the Subject Preferred Shares pursuant to Section 1, and the Common Subscribers shall not have any obligation to purchase from the Company the Subject Common Shares pursuant to Section 2(d), and, upon written notice delivered to the Company by the Subscribers, this Agreement shall be of no further force or effect, if:

(i) Adam Gray shall not have been appointed as a member of the Board of Directors of the Company (the “Board of Directors”) effective as of the Acquisition Closing;

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(ii) either Traxis or the Company has, without the written consent of each Subscriber (such consent not to be unreasonably withheld, conditioned or delayed), agreed to amend any material term of the Purchase Agreement, or agreed to waive any material condition (including, without limitation, with respect to any event, development or occurrence that is the subject of the Updated Seller Disclosure Schedule (if any, as defined in the Purchase Agreement) which constitutes or relates to a matter that has had a Material Adverse Effect (as defined in the Purchase Agreement), it being acknowledged and agreed that the Company shall provide to each Subscriber, promptly after receipt thereof and in any event prior to the Acquisition Closing, the Updated Seller Disclosure Schedule, if any) to its obligations to consummate the transactions contemplated by the Purchase Agreement; or

(iii) the Company’s stockholders shall not have approved the Business Combination, or the proposal identified as Proposal 9 in the Company’s definitive proxy statement dated January 20, 2015 at the special meeting of stockholders to be held to vote upon the Business Combination (as defined therein).

(f) If, prior to the Acquisition Closing, the Common Subscribers desire to modify the respective Common Shares Allocations under the Common Subscribers’ names on the signature pages hereto, then, prior to the Acquisition Closing, the Common Subscribers shall jointly deliver to the Purchaser and Traxis a notice, signed by each of the Common Subscribers, setting forth on the signature pages to such notice such modified Common Shares Allocations, provided that the sum of the Common Shares Allocation indicated under all Common Subscribers’ names on the signature pages to such notice shall equal the sum of the Common Shares Allocations indicated under all Common Subscribers’ names on the signature pages hereto. For the avoidance of doubt, the purpose of this Section 3(f) is to provide the Common Subscribers with the right, prior to the Acquisition Closing, to reallocate among them the sum of the Common Shares Allocations that determines the number of Common Shares to which, collectively, they have committed to acquire (in accordance with the terms, and subject to the conditions, set forth in this Agreement), but not to decrease or increase the sum of the Subscribers’ Common Shares Allocation.

4. Expenses. Each party hereto shall pay all of its own expenses in connection with this Agreement and the transactions contemplated hereby.

5. Registration Rights.

(a) At the Acquisition Closing, the Company and each Subscriber shall execute and deliver the Registration Rights Agreement in the form attached hereto as Exhibit C (the “Registration Rights Agreement”), pursuant to which the Company shall agree under certain circumstances to register the resale of the Subject Common Shares and the Subject Preferred Shares (and the Common Stock of the Company into which the Preferred Shares may be converted, the “Underlying Common”), each under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder, and applicable state securities laws.

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(b) None of the Subject Common Shares or the Subject Preferred Shares or the Underlying Common (collectively, the “Subject Shares”) may be directly or indirectly transferred, disposed of or otherwise monetized in any manner whatsoever, except in a transaction that is in compliance with the Securities Act and applicable state securities laws. Except as provided in the Registration Rights Agreement, it shall be a condition to any such transfer that the Company shall be furnished with a written opinion of counsel to the holder of such Subject Common and Subject Preferred Shares (or the Underlying Common, as applicable), reasonably satisfactory to the Company (as determined by the Company within 3 Business Days of its receipt of such written opinion), to the effect that the proposed transfer would be in compliance with the Securities Act and applicable state securities laws; provided that the Company shall not require such written opinion of counsel if, acting in its reasonable discretion, if determines that applicable Law does not prohibit any transfers of the Subject Preferred Shares (or the Underlying Common), as applicable, at such time. “Business Day” shall mean any day that is not a Saturday, a Sunday or a day on which commercial banks in New York City are required or authorized to be closed.

(c) Without limitation to the generality of the foregoing, no Subscriber shall execute any short sales or engage in other hedging transactions of any kind with respect to the Common Stock during the period from the date of the Acquisition Closing through the date that is 45 consecutive days thereafter. For the avoidance of doubt, the prohibition set forth herein shall not be applicable on or after the Termination Date.

6. Representations, Warranties, Understandings, Risk Acknowledgments, and Covenants of Each Subscriber. Each Subscriber hereby represents, warrants and covenants to the Company as follows:

(a) Such Subscriber is purchasing the Subject Shares for its own account, not as a nominee or agent, for investment purposes and not with a view towards distribution or resale within the meaning of the Securities Act (absent the registration of the Subject Shares for resale under the Securities Act or a valid exemption from registration). Such Subscriber will not sell, assign or transfer such shares at any time in violation of the Securities Act or applicable state securities laws. Such Subscriber acknowledges that the Subject Shares cannot be sold unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available.

(b) Such Subscriber understands that (A) the Subject Shares (1) have not been registered under the Securities Act or any state securities laws, (2) have been offered and will be sold in reliance upon an exemption from the registration and prospectus delivery requirements of the Securities Act, (3) will be issued in reliance upon exemptions from the registration and prospectus delivery requirements of state securities laws which relate to private offerings and (4) must be held indefinitely because of the fact that the Subject Shares have not been registered under the Securities Act or applicable state securities laws, and (B) such Subscriber must therefore bear the economic risk of its investment hereunder indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or is exempt therefrom. Such Subscriber further understands that such exemptions depend upon, among other things, the bona fide nature of the investment intent of such Subscriber expressed herein. Pursuant to the foregoing, such Subscriber acknowledges that until such time as the resale of the Subject Shares has been registered under the Securities Act as contemplated by the Registration Rights Agreement or otherwise may be sold pursuant to an exemption from registration, the certificates representing any Subject Shares acquired by such Subscriber shall bear a restrictive legend substantially as follows (and a stop-transfer order may be placed against transfer of the certificates evidencing such Subject Shares):

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In respect of the Subject Preferred Shares:

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 OR 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 HENNESSY CAPITAL ACQUISITION CORP. (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 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.

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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.

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.

In respect of the Subject Common Shares and the Underlying Common:

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

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2. AGREES FOR THE BENEFIT OF HENNESSY CAPITAL ACQUISITION CORP. (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 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.

(c) Such Subscriber has knowledge, skill and experience in financial, business and investment matters relating to an investment of this type and is capable of evaluating the merits and risks of such investment and protecting such Subscriber’s interest in connection with the acquisition, if any, of the Subject Common Shares, Market Shares and Subject Preferred Shares (including the Underlying Common) (collectively, the “Shares”). Such Subscriber understands that the acquisition of the applicable Shares is a speculative investment and involves substantial risks and that such Subscriber could lose such Subscriber’s entire investment. Further, the undersigned has (i) carefully read and considered the risks identified in the Disclosure Documents (as defined below) and (ii) carefully considered the risks related to the Acquisition, the Company, and School Bus and has taken full cognizance of and understands all of the risks related to the Company, School Bus, the Acquisition, the applicable Shares and the transactions contemplated hereby, including, without limitation, the purchase of the applicable Shares. Acknowledging the very significant tax impact analysis and other analyses that is warranted in determining the consequences to it of purchasing and owning the applicable Shares, to the extent deemed necessary by such Subscriber, such 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 the foregoing, including, without limitation, purchasing and owning the applicable Shares. Such Subscriber has the ability to bear the economic risks of such Subscriber’s investment in the Company, including a complete loss of the investment, and such Subscriber has no need for liquidity in such investment.

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(d) Such Subscriber has been furnished by the Company all information (or provided access to all reasonable information it requested) regarding the business and financial condition of the Company and School Bus, the Company’s expected plans for future business activities, and the merits and risks of an investment in the applicable Shares which such Subscriber has requested or otherwise needs to evaluate the investment in the applicable Shares.

(e) Such Subscriber is in receipt of and has carefully read and understands the following items (collectively, the “Disclosure Documents”):

(i) the final prospectus of the Company, filed with the Securities and Exchange Commission (the “SEC”) on January 16, 2014 (the “Final Prospectus”);

(ii) each filing made by the Company with the SEC following the filing of the Final Prospectus;

(iii) the Purchase Agreement (including any amendment thereto), a copy of which has been made available to such Subscriber; and

(iv) the Proxy (including any supplement thereto) and the amendments to the Articles of Incorporation of the Company proposed to be voted on pursuant thereto, a copy of which has been made available to such Subscriber.

Such Subscriber understands the significant extent to which certain of the disclosures contained in items (i) and (ii) above shall no longer apply following the acquisition of School Bus in accordance with the Purchase Agreement.

Such Subscriber acknowledges that neither the Company nor any of its affiliates has made or makes any representation or warranty to such Subscriber in respect of the Company or School Bus, the Acquisition, the Company upon, or relating to, the Acquisition, other than in the case of the Company, the representations and warranties contained in this Agreement.

The Preferred Subscriber acknowledges that the Conversion Price (as defined in the Certificate of Designations) is based on an assumed pro forma number of shares of Common Stock outstanding of 20,687,500 and an assumed market capitalization of $206,875,000 (in any case, without taking into account the issuance of any Preferred Shares) at $10.00 per share.

(f) In making its investment decision to purchase the applicable Shares, such Subscriber is relying solely on investigations made by such Subscriber and such Subscriber’s representatives. The offer to sell the Subject Common Shares and Subject Preferred Shares, as applicable, was communicated to such Subscriber in such a manner that such Subscriber was able to ask questions of and receive answers from the management of the Company concerning the terms and conditions of the proposed transaction and that at no time was such Subscriber presented with or solicited by or through any advertisement, article, leaflet, public promotional meeting, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or meeting or any other form of general or public advertising or solicitation.

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(g) Such Subscriber acknowledges that it has been advised that:

(i) The Subject Shares offered hereby have not been approved or disapproved by the SEC or any state securities commission nor has the SEC or any state securities commission passed upon the accuracy or adequacy of any representations by the Company. Any representation to the contrary is a criminal offense.

(ii) In making an investment decision, such Subscriber must rely on its own examination of the Company, the Acquisition, School Bus, the applicable Shares, the Common Offering and the terms of the Preferred Offering, as applicable, including the merits and risks involved. The applicable Shares have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of any representation. Any representation to the contrary is a criminal offense.

(iii) The Subject Shares will be “restricted securities” within the meaning of Rule 144 under the Securities Act, are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and applicable state securities laws, pursuant to registration or exemption therefrom. Such Subscriber is aware of the provisions of Rule 144 are not currently available and, in the future, may not become available for resale of any of the Subject Shares and that the Company is an issuer subject to Rule 144(i) under the Securities Act. Such Subscriber is aware that it may be required to bear the financial risks of this investment for an indefinite period of time.

(h) Such Subscriber agrees to furnish the Company with such other information as the Company may reasonably request in order to verify the accuracy of the information contained herein and agrees to notify the Company immediately of any material change in the information provided herein that occurs prior to the acceptance of this Agreement by the Company.

(i) Such Subscriber further represents and warrants that it is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act, and Subscriber has executed the Investor Questionnaire attached hereto as Exhibit D (the “Investor Questionnaire”) and shall provide to the Company an updated Investor Questionnaire for any change in circumstances at any time on or prior to the Acquisition Closing.

(j) As of the date of this Agreement, such Subscriber and its affiliates do not have, and during the 30 day period prior to the date of this Agreement such Subscriber and its affiliates have not, in a seller, transferor or other similar capacity, entered into, any “put equivalent position” as such term is defined in Rule 16a-1 of under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or short sale positions with respect to the securities of the Company. In addition, such Subscriber shall comply with all applicable provisions of Regulation M promulgated under the Securities Act.

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(k) If such Subscriber is a natural person, he or she has reached the age of majority in the state in which such Subscriber resides, has adequate means of providing for such Subscriber’s current financial needs and contingencies, is able to bear the substantial economic risks of an investment in the Subject Common Shares and Subject Preferred Shares (including the Underlying Common), as applicable, for an indefinite period of time, has no need for liquidity in such investment and, at the present time, could afford a complete loss of such investment.

(l) If such Subscriber is a partnership, corporation, trust, estate or other entity (an “Entity”): (i) such Entity has the full legal right and power and all authority and approval required (a) to execute and deliver, or authorize execution and delivery of, this Agreement and all other instruments executed and delivered by or on behalf of such Entity in connection with the purchase of the applicable Shares, (b) to delegate authority pursuant to power of attorney and (c) to purchase and hold such Shares; (ii) the signature of the party signing on behalf of such Entity is binding upon such Entity; and (iii) such Entity has not been formed for the specific purpose of acquiring such Shares, unless each beneficial owner of such entity is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, is qualified as an accredited investor within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act and has submitted information substantiating such individual qualification.

(m) If such Subscriber is a retirement plan or is investing on behalf of a retirement plan, such Subscriber acknowledges that investment in the applicable Shares poses additional risks including the inability to use losses generated by an investment in the applicable Shares to offset taxable income.

(n) This Agreement has been duly authorized, executed and delivered by such Subscriber and constitutes a legal, valid and binding obligation of such Subscriber enforceable against such Subscriber in accordance with its terms, except as such enforceability may be limited by: (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws in effect that limit creditors’ rights generally; (ii) equitable limitations on the availability of specific remedies; (iii) principles of equity (regardless of whether such enforcement is considered in a proceeding in Law or in equity); and (iv) to the extent rights to indemnification and contribution may be limited by federal securities laws or the public policy underlying such laws.

(o) Such Subscriber understands and confirms that the Company will rely on the representations and covenants contained herein in effecting the transactions contemplated by this Agreement and the other Transaction Documents (as defined herein). All representations and warranties provided to the Company furnished by or on behalf of such Subscriber, taken as a whole, are true and correct and do not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

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(p) Such Subscriber has read the Final Prospectus, and understands that the Company has established a trust fund, currently in an amount of approximately $115 million (“Trust Fund”) for the benefit of the Company’s public shareholders and that the Company may disburse monies from the Trust Fund only (i) to the Company’s public shareholders in the event they elect to redeem their shares, (ii) to the public shareholders upon the liquidation of the Company if the Company fails to consummate an initial business combination within the required time period described in the Final Prospectus, (iii) to the Company in limited amounts for its tax obligations and (iv) to the Company after, or concurrently with, the consummation of a business combination. To induce the Company to enter into this Agreement and sell the securities to be sold to it hereunder, such Subscriber agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, each Subscriber shall maintain rights of redemption of any public shares it may own if the Acquisition Closing does not occur, subject to the terms and conditions applicable to any such redemption. This section shall survive the termination of this Agreement for any reason.

(q) Neither such Subscriber nor, to the extent it has them, any of its shareholders, members, managers, general or limited partners, directors, affiliates or executive officers (collectively with such Subscriber, the “Subscriber Covered Persons”), are subject to any of the “Bad Actor” disqualifications described in Rule 506(d) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3).

(r) Such Subscriber has exercised reasonable care to determine whether any Subscriber Covered Person is subject to a Disqualification Event.

(s) The purchase of the applicable Shares by such Subscriber will not subject the Company to any Disqualification Event.

(t) As of the date hereof, such Subscriber does not own, directly or indirectly, any shares of Common Stock.

7. Representations and Warranties of the Company. The Company represents and warrants to each of the Subscribers as follows:

(a) Subject to obtaining all required approvals necessary in connection with the performance of the Purchase Agreement (including, without limitation, the approval of the Company’s stockholders) and any required approvals pursuant to the applicable rules of NASDAQ (together, the “Required Approvals”), the Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement and the Purchase Agreement (collectively, the “Transaction Documents”), and to consummate the transactions contemplated hereby and thereby, in accordance with the terms hereof and thereof. Subject to obtaining the Required Approvals, the execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by the Company’s Board of Directors and, subject to obtaining the Required Approvals, no further consent or authorization of the Company, its Board of Directors, or its shareholders is required. This Agreement and each of the other Transaction Documents have been duly executed and delivered by the Company. This Agreement and each of the other Transaction Documents will constitute upon execution and delivery by the Company, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by: (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws in effect that limit creditors’ rights generally; (ii) equitable limitations on the availability of specific remedies; (iii) principles of equity (regardless of whether such enforcement is considered in a proceeding in Law or in equity); and (iv) to the extent rights to indemnification and contribution may be limited by federal securities laws or the public policy underlying such laws.

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(b) Subject to obtaining the Required Approvals, the execution, delivery and performance of this Agreement and each of the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby will not (i) conflict with or result in a violation of any material provision of the Second Amended and Restated Certificate of Incorporation, of the Company, (ii) violate or conflict with, or result in a material breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, to which the Company is a party, or (iii) result in a violation of any Law applicable to the Company or by which any property or asset of the Company is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations in clauses (ii) and (iii) of this Section 7(b) as would not, individually or in the aggregate, have a material adverse effect on the business, properties condition (financial or otherwise) or results of operations of the Company and its subsidiaries, taken as a whole (“Material Adverse Effect”)). The Company is not in violation of its Second Amended and Restated Certificate of Incorporation or other organizational documents. The Company is not in default (and no event has occurred which with notice or lapse of time would result in a default) under, and the Company has not taken any action or failed to take any action that would give to others any rights of termination, amendment, acceleration or cancellation of, any agreement or instrument to which the Company is a party or by which any property or assets of the Company is bound or affected, except for defaults or possible defaults as would not, individually or in the aggregate, have a Material Adverse Effect. Except for filings required under the Securities Act and any applicable state securities laws (and subject to obtaining the Required Approvals), the Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental agency, regulatory agency, self-regulatory organization or stock market (other than pursuant to the applicable rules of NASDAQ and the filing of a Notification and Report Form with the United States Federal Trade Commission and the United States Department of Justice under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended and the expiration or termination of any applicable waiting period thereunder, if required) in order for it to execute, deliver or perform any of its obligations under the Transaction Documents. All consents, authorizations, orders, filings and registrations that the Company is required to effect or obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof or will, prior to any acceptance of this subscription, be so obtained or effected in a timely manner as required by Law.

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(c) The Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Act and the Exchange Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”) since January 16, 2014, or has timely filed for a valid extension of such time of filing and has filed any such SEC Document prior to the expiration of any such extension. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(d) As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes, year-end adjustments or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

(e) The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act). Such disclosure controls and procedures: (i) are designed to ensure that material information relating to the Company and its subsidiaries is made known to the Company’s chief executive officer and its chief financial officer by others within those entities, particularly during the periods in which the Company’s reports and filings under the Exchange Act are being prepared, (ii) have been evaluated for effectiveness as of the end of the most recent quarterly period reported to the SEC, and (iii) are effective to perform the functions for which they were established.

(f) Except with respect to the transactions contemplated hereby and by each of the other Transaction Documents and except as disclosed in the Disclosure Documents or has been disclosed in any public disclosure as defined in Section 101(e) of Regulation FD promulgated under the Exchange Act, since January 16, 2014: (i) the Company has conducted its business only in the ordinary course, consistent with past practice, and since that date, no changes have occurred which would reasonably be expected to have a Material Adverse Effect; and (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables, accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and in order to consummate the Acquisition and (B) liabilities not required to be reflected on the Company’s financial statements pursuant to GAAP or required to be disclosed in the SEC Documents.

15

(g) Other than deficiency letters from NASDAQ dated August 7, 2014 and February 4, 2015, there is no Action pending or, to the knowledge of the Company, threatened against the Company or any of its subsidiaries that (i) adversely affects or challenges the legality, validity or enforceability of the Agreement, or (ii) if there were an unfavorable decision, would have or reasonably be expected to have a Material Adverse Effect. There has not been, and to the knowledge of the Company, there is not pending any investigation by the SEC involving the Company or to the knowledge of the Company, any director or officer of the Company (in his or her capacity as such). The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company under the Exchange Act or the Securities Act. As used in this Agreement, “Action” means any 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 federal, national, supranational, foreign, state, provincial, local, county, municipal or other government, any governmental, regulatory or administrative authority, agency, department, bureau, board, commission or official or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority, or any court, tribunal, judicial or arbitral body, or any securities exchange, futures exchange, contract market, any other exchange or corporation or similar self-regulatory body or organization applicable to a party to this Agreement (each, a “Governmental Authority”) (in each case to the extent that the rules, regulations or orders of such body or authority have the force of Law). As used in this Agreement, “Law” means any material law (statutory, common or otherwise), including any material statute, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order of a Governmental Authority.

(h) The Company has made or filed all federal, state and foreign income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject in respect of which the failure to so make or file could reasonably be expected to have a Material Adverse Effect and has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and, to the extent required by generally accepted accounting principles, has set aside on its books provisions reasonably adequate for the payment of all taxes that are material in amount for periods subsequent to the periods to which such returns, reports or declarations apply. The Company has not executed a waiver with respect to the statute of limitations relating to the assessment or collection of any foreign, federal, state or local tax.

(i) Since January 16, 2014, except as set forth in any document filed with the SEC, no event has occurred or, to the knowledge of the Company, circumstance exists that (with or without notice or lapse of time) would or could reasonably be expected to: (i) constitute or result in a violation by the Company, or a failure on the part of the Company to comply with, any Law; or (ii) give rise to any obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature in connection with a failure to comply with any Law, except in either case that would not reasonably be expected to have a Material Adverse Effect.

(j) The Company is in compliance in all material respects with the provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder that are applicable to it.

16

(k) No labor or employment dispute exists or, to the knowledge of the Company, is imminent or threatened, with respect to any of the employees of the Company that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(l) To the extent this Agreement is not already publicly disclosed at such time, the Company will file with the SEC disclosing the form of this Agreement within 2 Business Days of the date hereof.

(m) The Company understands and confirms that the Subscribers will rely on the representations and covenants contained herein in effecting the transactions contemplated by this Agreement.

8. Understandings. Each Subscriber understands, acknowledges and agrees with the Company as follows:

(a) Such Subscriber hereby acknowledges and agrees that its subscription hereunder is irrevocable by such Subscriber, that, except as required by Law, such Subscriber is not entitled to cancel, terminate or revoke this Agreement or any agreements of such Subscriber hereunder, and that this Agreement and such other agreements shall survive the death or disability of such Subscriber and shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If such Subscriber is more than one person, the obligations of such Subscriber hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his/her heirs, executors, administrators, successors, legal representatives and permitted assigns.

(b) No federal or state agency has made any finding or determination as to the accuracy or adequacy of the Disclosure Documents or as to the suitability of this offering for investment nor any recommendation or endorsement of the Shares.

(c) The Preferred Offering is intended to be exempt from registration under the Securities Act, which is dependent upon the truth, completeness and accuracy of the statements made by such Subscriber herein.

(d) There is only a limited public market for the Common Stock. There can be no assurance that a Subscriber will be able to sell or dispose of any Shares.

(e) The representations and warranties of such Subscriber contained in this Agreement and in any other writing delivered in connection with the transactions contemplated hereby shall be true and correct in all respects on and as of the date hereof and the date of the consummation of each offering of the Subject Common Shares and Subject Preferred Shares, as applicable, as if made on and as of such date and such representation and warranties and all agreements of such Subscriber contained herein and in any other writing delivered in connection with the transactions contemplated hereby.

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9. Survival. All representations, warranties and covenants contained in this Agreement shall survive until the earlier of the (A) Acquisition Closing or (B) Termination Date. Notwithstanding the foregoing, the rights of the Subscribers, and the obligations of the Company, set forth in Section 11 and Section 22 of this Agreement shall survive the Acquisition Closing indefinitely. The Subscribers acknowledge the meaning and legal consequences of the representations, warranties and covenants contained herein and that the Company has relied upon such representations, warranties and covenants in determining each Subscriber’s qualification and suitability to purchase the applicable Shares.

10. Notices. All notices and other communications provided for herein shall be in writing and shall be deemed to have been duly given if and when delivered personally or two Business Days after being sent by registered or certified mail, return receipt requested, postage prepaid or one Business Day after it is delivered by a commercial overnight carrier or upon confirmation if delivered by facsimile or email:

(a) if to the Company (prior to the Acquisition Closing), to the following address:

Hennessy Capital Acquisition Corp.

700 Louisiana Street, Suite 900

Houston, Texas 77002

Attention: Daniel J. Hennessy

Facsimile: (312) 876-3854

with a copy to:

Sidley Austin LLP

One South Dearborn

Chicago, Illinois 60603

Attention: Jeffrey N. Smith, Esq., Dirk W. Andringa, Esq.

Facsimile: (312) 853-7036

and to:

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas

New York, New York 10105

Attention: Stuart Neuhauser, Esq.

Facsimile: (212) 370-7889

and to:

The Traxis Group B.V.

c/o Cerberus Capital Management L.P.

875 Third Ave.

New York, New York 10022

Attention: Dev Kapadia

Facsimile: (212) 755-3009

and to:

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Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

Attention: Richard A. Presutti, Esq.

Facsimile: (212) 593-5955

(b) if to the Company (following the Acquisition Closing), to the following address:

Blue Bird Corporation

402 Blue Bird Blvd., P.O. Box 937

Fort Valley, Georgia, 31030

Attention: CEO

Facsimile: (478) 822-3609

with a copy to:

The Traxis Group B.V.

c/o Cerberus Capital Management L.P.

875 Third Ave.

New York, New York 10022

Attention: Dev Kapadia

Facsimile: (212) 755-3009

and to:

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

Attention: Richard A. Presutti, Esq.

Facsimile: (212) 593-5955

(c) if to a Subscriber, to the address set forth on the signature page hereto.

(d) or at such other address as any party shall have specified by notice in writing to the others.

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11. Preemptive Rights.

(a) Until the earliest of (i) such time as Blackwell Partners LLC – Series A and/or Affiliates of Coliseum Capital Management, LLC (which for purposes of this Section 11 shall not include any direct or indirect transferee, assignee or other successor in interest to the Preferred Shares (other than any Affiliate or Affiliates of Blackwell Partners LLC – Series A or Coliseum Capital Management, LLC), or rights under this Agreement, held by the Preferred Subscriber named on the signature pages hereto) collectively cease to hold, directly or indirectly, at least 20% of the then-outstanding shares of preferred stock (including, without limitation, Preferred Shares or any other series of preferred shares), (ii) the Effective Date (as defined in the Certificate of Designations) of a Fundamental Change (as defined in the Certificate of Designations) and (iii) five (5) years from the Issue Date (as defined in the Certificate of Designations), if the Company proposes to sell and issue any shares of preferred stock (including, without limitation, Preferred Shares or any other series of preferred shares) to any Person (the shares to be so sold or issued, the “Preemptive Securities”), then the Preferred Subscriber shall have a right of first offer to purchase such portion of such Preemptive Securities as is equal to the percentage of all then-outstanding shares of preferred stock (including, without limitation, Preferred Shares or any other series of preferred shares) owned by the Preferred Subscriber (the Preferred Subscriber’s “Preemptive Percentage”). Notwithstanding the foregoing, if Coliseum Capital Management, LLC ceases to be the investment manager of Blackwell Partners LLC – Series A for any reason, then the Preferred Subscriber shall have a right of first offer to purchase a portion of such Preemptive Securities no less than the Preferred Subscriber Percentage, and no greater than the Preferred Subscriber’s Preemptive Percentage, and such portion elected to be purchased by the Preferred Subscriber shall be its “Preemptive Percentage”. As used herein, the “Preferred Subscriber Percentage” shall be a percentage, equal the quotient of (i) the then-outstanding shares of preferred stock (including, without limitation Preferred Shares or any other series of preferred shares) owned, directly or indirectly, by Affiliates of Coliseum Capital Management, LLC, divided by the total then-outstanding shares of preferred stock (including, without limitation Preferred Shares or any other series of preferred shares).

(b) If the Company proposes to issue and sell any Preemptive Securities to any Person, then the Company shall give the Preferred Subscriber written notice (the “Preemptive Rights Trigger Notice”) of the Company’s proposal, describing the Preemptive Securities, the price and the terms and conditions upon which the Company proposes to issue the same. The Preferred Subscriber shall have fifteen (15) Business Days from the giving of the Preemptive Rights Trigger Notice (the “Offer Period”) to agree to purchase its Preemptive Percentage of such Preemptive Securities for the price and upon the terms and conditions specified in the Preemptive Rights Trigger Notice by giving written notice to the Company setting forth such agreement (a “Preemptive Rights Exercise Notice”); provided, that, if the Board of Directors determines that time is of the essence and that it is in the best interests of the Company that the Company issue Preemptive Securities at the same price and on the same terms as those set forth in the Preemptive Rights Trigger Notice prior to the end of the Offer Period, and the Company has provided the Preferred Subscriber at least two Business Days’ prior written notice of its intention to do so, then the Company shall have the right to so issue such Preemptive Securities (the “Emergency Preemptive Securities”) prior to the end of the Offer Period (such issuance to be subject to the subsequent sale and purchase obligation set forth in clause (x) below, if applicable), and, provided, further, that, if Emergency Preemptive Securities are issued prior to the end of the Offer Period and the Preferred Subscriber delivers a Preemptive Rights Exercise Notice prior to the end of the Offer Period, then (x) the Company will cause the holders of the Emergency Preemptive Securities to sell, and the Preferred Subscriber shall have the obligation, and the right, to purchase, the Preferred Subscriber’s Preemptive Percentage of such Emergency Preemptive Securities at the same price and on other applicable terms and conditions (including the receipt by such Preferred Subscriber of any applicable fees) set forth in the Preemptive Rights Trigger Notice (which, for the avoidance of doubt, shall be the same as the price and applicable terms and conditions upon which holders of Emergency Preemptive Securities purchased such Emergency Preemptive Securities), and (y) Section 11(c) shall not apply to the Emergency Preemptive Securities so purchased. For the avoidance of doubt, the first proviso in the immediately preceding sentence shall in no way affect the rights of the Preferred Subscriber to agree to purchase its Preemptive Percentage of such Preemptive Securities in accordance with this Section 11(b). For the avoidance of doubt, the Preferred Subscriber shall not have the right to assign all or any portion of its rights pursuant to this Section 11 to any Person, other than to an Affiliate or Affiliates of the Preferred Subscriber or of Coliseum Capital Management, LLC.

20

(c) The Company shall have 60 days, beginning after the expiration of the Offer Period to sell any Preemptive Securities not purchased prior to the expiration of the Offer Period at the same price as or a greater price than the price specified in the Preemptive Rights Trigger Notice, and upon such terms and conditions (other than price) which, when taken as a whole, are no more favorable in the aggregate to the purchasers thereof than those specified in the Preemptive Rights Trigger Notice. To the extent the Company has not sold the Preemptive Securities within such 60-day period, the Company shall not thereafter issue or sell any Preemptive Securities without first offering such securities to the Preferred Subscriber in the manner provided in this Section 11 above. During such 60-day period, the Company shall not issue or sell at a lesser price, or upon such terms and conditions (other than price) which, when taken as a whole, are more favorable in the aggregate to the purchasers thereof than those specified in the Preemptive Rights Trigger Notice, without first offering such securities to the Preferred Subscriber in the manner provided above.

12. Notification of Changes. Each Subscriber agrees and covenants to notify the Company and Traxis immediately upon the occurrence of any event prior to the Acquisition Closing that would cause any representation, warranty, covenant or other statement contained in this Agreement to be false or incorrect or of any change in any statement made herein occurring prior to the Acquisition Closing.

13. Assignability; Amendments; Waiver. This Agreement is not assignable by any Subscriber, and may not be amended, modified or terminated except by an instrument in writing signed by the Company, Traxis and each Subscriber, or, with respect to termination, as otherwise provided for in this Agreement. The Agreement may not be waived except by an instrument in writing signed by the party against whom enforcement of waiver is sought.

21

14. Binding Effect. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the parties and their heirs, successors and assigns, and the agreements, representations, warranties and acknowledgments contained herein shall be deemed to be made by and be binding upon such heirs, executors, administrators, successors, legal representatives and assigns. This Agreement does not confer any rights or remedies upon any person or entity other than the parties hereto and their heirs, successors and permitted assigns, provided, however, that the Company and each of the Subscribers hereby acknowledge and agree that Traxis has the right to cause the Company to enforce its rights and perform its obligations under this Agreement including the right to cause the Company to make or not make any election or otherwise exercise or not exercise a right hereunder; and provided further, however, that notwithstanding anything to the contrary herein, the Company and each of the Subscribers acknowledge that money damages would not be an adequate remedy at Law if any Subscriber fails to perform in any material respect any of its obligations hereunder and accordingly agree that each party, in addition to any other remedy to which it may be entitled at Law or in equity, shall be entitled to seek an injunction or similar equitable relief restraining such party from committing or continuing any such breach or threatened breach or to seek to compel specific performance of the obligations of any other party under this Agreement, without the posting of any bond, in accordance with the terms and conditions of this Agreement in any court of the United States or any State thereof having jurisdiction, and if any action should be brought in equity to enforce any of the provisions of this Agreement, none of the parties hereto shall raise the defense that there is an adequate remedy at Law.

15. Obligations Irrevocable. Except as otherwise provided herein, the obligations of each Subscriber to make its subscription provided for hereunder shall be irrevocable, except with the consent of the Company and Traxis, until the Subscription Rejection.

22

16. Agreement. This Agreement and the Registration Rights Agreement constitutes the entire agreement of the Subscribers and the Company relating to the matters contained herein and therein, superseding all prior contracts or agreements, whether oral or written. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

17. Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law thereof that would require the application of the laws of any jurisdiction other than New York. Each of the parties consents to the non-exclusive jurisdiction of the federal courts whose districts encompass any part of the District of Delaware or the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware lacks jurisdiction, then in the applicable Delaware state court), with any dispute arising under this Agreement and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens, to the bringing of any such proceeding in such jurisdictions.

18. Severability. If any provision of this Agreement or the application thereof to any Subscriber or any circumstance shall be held invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision to other subscriptions or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by Law.

19. Construction. The headings in this Agreement are inserted for convenience and identification only and are not intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provision hereof. The rule of construction that an agreement shall be construed strictly against the drafter shall not apply to this Agreement.

20. Counterparts; Facsimile. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which together shall be deemed to be one and the same agreement. A facsimile or other electronic transmission of this signed Agreement shall be legal and binding on all parties hereto.

21. Counsel. Each Subscriber hereby acknowledges that the Company and its counsel represent the interests of the Company and not those of any Subscriber in any agreement (including this Agreement) to which the Company is a party.

23

22. Information; Confidentiality. From and after such time, if any, when the Company ceases to be a public reporting company under the Securities Act, the Company shall provide to each Subscriber, for so long as such Subscriber is a shareholder of the Company, quarterly financial reports within 45 days following the end of the applicable fiscal quarter (or, if shorter, within such shorter period that such reports are provided to the Company’s lenders pursuant to the Credit Agreement), annual financial reports within 120 days following the end of the applicable fiscal year (or, if shorter, within such shorter period that such reports are provided to the Company’s lenders pursuant to the Credit Agreement) and management discussion and analysis or similar reports (at the same time that such reports are provided to the Company’s lenders pursuant to the Credit Agreement), in each case in the same form provided to the Company’s lenders as required by the Credit Agreement; provided, that notwithstanding the foregoing, the Company shall have no obligation to deliver any such information to the extent such information is not required to be delivered to the Company’s lenders pursuant to the Credit Agreement. Without limiting any of Subscriber’s pre-existing confidentiality obligations, Subscriber shall not, for a period of six (6) months following the date hereof, without the Company’s prior written consent, disclose to any other person or entity the nature, extent or fact that Subscriber is entering this Agreement or the terms and conditions hereof, or any information Subscriber may receive in connection with this Agreement (in each case to the extent the Company has communicated the confidentiality thereof) other than (a) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, or otherwise as required by applicable law or compulsory legal process (in which case Subscriber agrees, to the extent practicable and not prohibited by applicable Law, to inform the Company promptly thereof prior to such disclosure), (b) upon the request or demand of any regulatory authority having jurisdiction over Subscriber, (c) to the extent that such information is or becomes publicly available other than by reason of disclosure by Subscriber in violation of this Agreement, or (d) to Subscriber’s Affiliates and to Subscriber’s and its Affiliates’ employees, legal counsel, independent auditors and other agents (collectively “representatives”) who need to know such information and who are informed of the confidential nature of such information and are or have been advised of their obligation to keep information of this type confidential. Subscriber will cause all of its and its Affiliate’s representatives to comply with the confidentiality provisions of this Agreement as fully as if they were a party hereto and will be responsible for a breach of the confidentiality provisions of this Agreement by any such representatives.

[Signature Page to follow]

24

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

HENNESSY CAPITAL ACQUISITION CORP.
By:	/s/ David Hennessy
	Name:
	Title:

ACCEPTED AND AGREED:

THE TRAXIS GROUP B.V.

By:
	Dev Kapadia
	Managing Director

[Signature Page to Subscription Agreement]

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

HENNESSY CAPITAL ACQUISITION CORP.
By:
	Name:
	Title:

ACCEPTED AND AGREED:

THE TRAXIS GROUP B.V.

By:	/s/ Dev Kapadia
	Dev Kapadia
	Managing Director

[Signature Page to Subscription Agreement]

SIGNATURE PAGE

TO

SUBSCRIPTION AGREEMENT

OF

HENNESSY CAPITAL ACQUISITION CORP.

IN WITNESS WHEREOF, the undersigned Subscriber hereby executes, delivers, joins in and agrees to be bound by the Subscription Agreement by and between Hennessy Capital Acquisition Corp., The Traxis Group B.V. and each Subscriber (as defined therein) to which this Signature Page is attached as a Subscriber thereunder, which, together with all counterparts of such agreement and signature pages of other parties to such agreement, shall constitute one and the same document in accordance with the terms of such agreement.

COLISEUM SCHOOL BUS HOLDINGS, LLC
By:	Coliseum Capital Management, LLC, its Manager
By:	/s/ Adam Gray
	Name: Adam Gray Title: Managing Partner
PREFERRED SUBSCRIBER 100,000
Subject Preferred Shares
Offering Price per Preferred Share: $100.00
Address:
c/o Coliseum Capital Management, LLC
One Station Place, 7th Floor South
Stamford, CT 06902
Attention: Adam Gray
Facsimile: (203) 286-1111
With a copy (which shall not constitute notice) to: Paul Hastings LLP 75 E. 55th Street New York, NY 10022 Attention: Barry Brooks Facsimile: (212) 230-7777

[Signatures Continue on Following Pages]

COLISEUM CAPITAL PARTNERS, L.P.
By:	Coliseum Capital, LLC, General Partner
By:	/s/ Adam Gray
	Name: Adam Gray Title: Manager
COMMON SUBSCRIBER $16,890,000
Common Shares Allocation
Address:
c/o Coliseum Capital Management, LLC
One Station Place, 7th Floor South
Stamford, CT 06902
Attention: Adam Gray
Facsimile: (203) 286-1111
With a copy (which shall not constitute notice) to:
Paul Hastings LLP 75 E. 55th Street New York, NY 10022 Attention: Barry Brooks Facsimile: (212) 230-7777
COLISEUM CAPITAL PARTNERS II, L.P.
By:	Coliseum Capital, LLC, General Partner
By:	/s/ Adam Gray
	Name: Adam Gray Title: Manager
COMMON SUBSCRIBER $3,100,000
Common Shares Allocation
Address:
c/o Coliseum Capital Management, LLC
One Station Place, 7th Floor South Stamford, CT 06902 Attention: Adam Gray Facsimile: (203) 286-1111
With a copy (which shall not constitute notice) to: Paul Hastings LLP 75 E. 55th Street New York, NY 10022 Attention: Barry Brooks Facsimile: (212) 230-7777

[Signatures Continue on Following Page]

BLACKWELL PARTNERS LLC – SERIES A
By:	Coliseum Capital Management, LLC, Attorney-in-Fact
By:	/s/ Adam Gray
	Name: Adam Gray Title:   Managing Partner
COMMON SUBSCRIBER
$5,010,000
Common Shares Allocation
Address:
c/o Coliseum Capital Management, LLC
One Station Place, 7th Floor South
Stamford, CT 06902
Attention: Adam Gray
Facsimile: (203) 286-1111
With a copy (which shall not constitute notice) to: Paul Hastings LLP 75 E. 55th Street New York, NY 10022 Attention: Barry Brooks Facsimile: (212) 230-7777

Exhibit A

Certificate of Designations

Exhibit B

Subscription Instructions

Exhibit C

Form of Registration Rights Agreement

Exhibit D

Investor Questionnaire

Exhibit E

Form of Certificate of Incorporation

EX-99.3

Exhibit 3

EXECUTION VERSION

The Traxis Group B.V.

c/o Cerberus Capital Management L.P.

875 Third Avenue

New York, NY 10022

February 18, 2015

Coliseum School Bus Holdings, LLC

Coliseum Capital Partners, L.P.

Coliseum Capital Partners II, L.P.

Blackwell Partners LLC – Series A

c/o Coliseum Capital Management, LLC

One Station Place, 7th Floor South

Stamford, CT 06902

Attention: Adam Gray

Re: Hennessy Capital Acquisition Corp. Directors

Dear Mr. Gray:

Reference is made (i) to that certain Purchase Agreement (as amended, the “Purchase Agreement”), dated as of September 21 2014, among The Traxis Group B.V., a limited liability company existing under the laws of the Netherlands (“Seller”), Hennessy Capital Acquisition Corp., a Delaware corporation (“Purchaser”) and solely for the purposes of Section 10.01(a) thereof, Hennessy Capital Partners I LLC and (ii) that certain Subscription Agreement (the “Subscription Agreement”), dated as of the date hereof, among the Seller, Purchaser, Coliseum School Bus Holdings, LLC (“School Bus Holdings”), Coliseum Capital Partners, L.P. (“Coliseum Capital Partners”), Coliseum Capital Partners II, L.P. (“Coliseum Capital Partners II”) and Blackwell Partners LLC – Series A (“Blackwell” and together with School Bus Holdings, Coliseum Capital Partners and Coliseum Capital Partners II, “Coliseum”). The Purchase Agreement provides that at the closing of the transactions contemplated by the Purchase Agreement, Purchaser’s certificate of incorporation will be amended and restated to, among other things, provide that Purchaser’s directors can be removed with or without cause by the stockholders. Any capitalized term used but not defined herein will have the meaning ascribed to such term in the Purchase Agreement.

As inducement to Coliseum to enter into the Subscription Agreement, Seller hereby acknowledges and agrees that from and after the Closing through the 2016 annual meeting of stockholders of Purchaser (or any successor to Purchaser), it will not, and will cause its Affiliates to not, vote or provide consent, directly or indirectly, to remove, Adam Gray as a director of Purchaser (or any successor to Purchaser) without cause.

Seller further agrees that, from and after the Closing through the 2016 annual meeting of stockholders of Purchaser (or any successor to Purchaser), it shall be a condition precedent to any transfer, sale or other disposition to any Affiliate of Seller of shares of Purchase Price Common Stock received by Seller pursuant to the Purchase Agreement that such Affiliate agrees to be bound by the restrictions set forth herein.

This letter shall be governed by and construed under the laws of the State of Delaware without giving effect to any conflict of law provisions.

Neither this letter nor any provision hereof may be amended, modified, waived or terminated except by an agreement in writing signed by Coliseum and Seller. Neither this letter nor any provision hereof may be waived except by an instrument in writing signed by the party against whom enforcement of waiver is sought.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

Sincerely,
The Traxis Group B.V.
By:	/s/ Dev Kapadia
Name:	Dev Kapadia
Title:

Acknowledged and agreed, effective

as of the date first set forth above:

COLISEUM SCHOOL BUS HOLDINGS, LLC
By:	Coliseum Capital Management, LLC, Manager
By:
	Name: Adam Gray
	Title: Managing Partner
COLISEUM CAPITAL PARTNERS, L.P.
By: Coliseum Capital, LLC, General Partner
By:
	Name: Adam Gray
	Title: Manager
BLACKWELL PARTNERS LLC – SERIES A
By:	Coliseum Capital Management, LLC, Attorney-in-fact
By:
	Name: Adam Gray
	Title: Manager
COLISEUM CAPITAL PARTNERS II, L.P.
By:	Coliseum Capital, LLC, General Partner
By:	/
	Name: Adam Gray
	Title: Manager

[Signature Page to Coliseum Director Letter]

Sincerely,

The Traxis Group B.V.

By:

Name:

Title:

Acknowledged and agreed, effective

as of the date first set forth above:

COLISEUM SCHOOL BUS HOLDINGS, LLC
By: Coliseum Capital Management, LLC, Manager
By:	/s/ Adam Gray
	Name: Adam Gray
	Title: Managing Partner
COLISEUM CAPITAL PARTNERS, L.P.
By:	Coliseum Capital, LLC, General Partner
By:	/s/ Adam Gray
	Name: Adam Gray
	Title: Manager
BLACKWELL PARTNERS LLC – SERIES A
By:	Coliseum Capital Management, LLC, Attorney-in-fact
By:	/s/ Adam Gray
	Name: Adam Gray
	Title: Manager
COLISEUM CAPITAL PARTNERS II, L.P.
By:	Coliseum Capital, LLC, General Partner
By:	/s/ Adam Gray
	Name: Adam Gray
	Title: Manager

[Signature Page to Coliseum Director Letter]

EX-99.4

Exhibit 4

EXECUTION VERSION

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), made and entered into as of this _24_ 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 and Investor VIII 2,500,000 shares of Common Stock (the “Backstop Shares”);

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained in this Agreement, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings:

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting stock, by agreement or otherwise.

“Agreement” has the meaning set forth in the Preamble.

“Backstop Shares” shall have the meaning set forth in the Recitals.

“Backstop Subscription Agreement” shall have the meaning set forth in the Recitals.

“Beneficial Owner” has the meaning given such term in Rules 13d-3 and 13d-5 under the Exchange Act.

“Blackout Period” has the meaning set forth in Section 2.10(a)(ii).

“Board” means the Board of Directors of the Company.

“Business Day” means any day that is not a Saturday, a Sunday or a day on which commercial banks in New York City are required or authorized to be closed.

“Commission” means the United States Securities and Exchange Commission, and any successor commission or agency having similar powers.

“Common Stock” has the meaning set forth in the Recitals.

“Company” has the meaning set forth in the Preamble.

“Delay Notice” has the meaning set forth in Section 2.01(e)(ii).

“Demand Exercise Notice” has the meaning set forth in Section 2.01(a).

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“Demanding Party” has the meaning set forth in Section 2.01(a).

“Demand Registration” has the meaning set forth in Section 2.01(a).

“Demand Registration Maximum Offering Size” has the meaning set forth in Section 2.01(f).

“Demand Registration Request” has the meaning set forth in Section 2.01(a).

“Disadvantageous Condition” means the existence of any acquisition, disposition or other material transaction involving the Company or any of its Subsidiaries or any material financing activity, or the unavailability of any required financial statements, or the possession by the Company of material information which, in the judgment of the Board, would not be in the best interests of the Company or any of its Subsidiaries to disclose in a Registration Statement.

“Effective Date” shall have the meaning set forth in the Preamble.

“Equity Interests” means any shares of any class or series of capital stock of the Company or any securities or instruments (including debt securities) directly or indirectly convertible into or exercisable or exchangeable for shares of any class or series of capital stock of the Company (or which are convertible into or exercisable or exchangeable for another security or instrument which is, in turn, directly or indirectly convertible into or exercisable or exchangeable for shares of any class or series of capital stock of the Company), whether at the time of issuance or upon the passage of time or the occurrence of future events, whether now authorized or not.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

“FINRA” means the Financial Industry Regulation Authority.

“Holders” means Traxis or any Investor, for so long as (and to the extent that) it owns any Registrable Securities, and each of its successors, assigns, and direct and indirect transferees who become registered owners of Registrable Securities or securities exercisable, exchangeable or convertible into Registrable Securities in accordance with this Agreement. To the extent an in-kind distribution is contemplated, an indirect holder of Registrable Securities may be considered a Holder for purposes of this Agreement as appropriate.

“Information Blackout” has the meaning set forth in Section 2.10(a).

“Initial Shares” has the meaning set forth in Section 2.04(e).

“Investor Agreements” shall have the meaning set forth in the Recitals.

“Investor Demand Registration” has the meaning set forth in Section 2.12.

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“Investor I” shall have the meaning set forth in the Preamble.

“Investor II” shall have the meaning set forth in the Preamble.

“Investor III” shall have the meaning set forth in the Preamble.

“Investor IV” shall have the meaning set forth in the Preamble.

“Investor V” shall have the meaning set forth in the Preamble.

“Investor VI” shall have the meaning set forth in the Preamble.

“Investor VII” shall have the meaning set forth in the Preamble.

“Investor VIII” shall have the meaning set forth in the Preamble.

“Investors” has the meaning set forth in the Preamble.

“New Subscription Agreement” has the meaning set forth in the recitals.

“Other Securities” shall have the meaning set forth in Section 2.02(a).

“Outstanding” means with respect to any securities as of any date, all such securities theretofore issued, except any such securities theretofore converted, exercised or canceled or held by the issuer or any successor thereto (whether in its treasury or not).

“Overallotment Option Shares” has the meaning set forth in Section 2.04(e).

“Person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, association, joint-stock corporation, estate, trust, unincorporated organization or government or any political subdivision, agency or instrumentality thereof or any other entity of any kind.

“Piggyback Registration Maximum Offering Size” has the meaning set forth in Section 2.02(b).

“Pre-IPO Holders” means the stockholders of the Company party to the Registration Rights Agreement, dated January 16, 2014, between the Company and the parties thereto.

“Preferred Stock” shall have the meaning set forth in the Recitals.

“Preferred Subscription Agreement” shall have the meaning set forth in the Recitals.

“Prospectus” means the prospectus included in a Registration Statement, including any preliminary prospectus or summary prospectus, and any such prospectus or preliminary or summary prospectus as amended or supplemented, and in each case including all material incorporated by reference therein.

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“Public Offering” means an underwritten public offering of Equity Interests pursuant to an effective Registration Statement under the Securities Act.

“Purchase Agreement” shall have the meaning set forth in the Recitals.

“Registrable Securities” means any shares of Common Stock, Preferred Stock, Underlying Common Shares, Backstop Shares or Utilization Fee Shares held by the Holders. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (i) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of under such Registration Statement; (ii) they shall have been distributed to the public pursuant to Rule 144 or may be sold pursuant to Rule 144 without volume or other limitations; (iii) they shall have been otherwise transferred or disposed of, and new certificates therefor not bearing a restrictive legend restricting further transfer shall have been delivered by the Company, and subsequent transfer or disposition of them shall not require their registration or qualification under the Securities Act or any state securities laws; or (iv) they shall have ceased to be outstanding.

“Registration Expenses” has the meaning set forth in Section 2.03.

“Registration Statement” means a registration statement filed by an issuer with the Commission and all amendments and supplements to any such registration statement, including any statutory prospectus, preliminary prospectus or issuer free writing prospectus or any amendment or supplement, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

“Rule 144” means Rule 144 (or any successor provision) under the Securities Act.

“SEC Comments” has the meaning set forth in Section 2.12.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.

“Transferee” has the meaning set forth in Section 3.01(a).

“Transferring Holder” has the meaning set forth in Section 3.01(a).

“Traxis” has the meaning set forth in the Preamble.

“Underlying Common Shares” has the meaning set forth in the Preamble.

“Utilization Fee Shares” shall have the meaning set forth in the Recitals.

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ARTICLE II

REGISTRATION RIGHTS

Section 2.01 Demand Registration Rights.

(a) Following the Effective Date, Traxis and its Transferees shall have the right to require the Company to file a Registration Statement under the Securities Act, covering all or any part of its Registrable Securities, by delivering a written notice thereof to the Company specifying the number of Registrable Securities to be included in such registration and the intended method of distribution thereof. Such request pursuant to this Section 2.01 is referred to herein as the “Demand Registration Request,” the registration so requested is referred to herein as the “Demand Registration,” and the party making such request is referred to as the “Demanding Party.” As promptly as practicable, but no later than ten Business Days after receipt of a Demand Registration Request, the Company shall give written notice (the “Demand Exercise Notice”) of such Demand Registration Request to all other Holders of Registrable Securities issued to Traxis pursuant to the Purchase Agreement. Under no circumstances shall the Company be obligated to effect (i) more than an aggregate of ten (10) Demand Registrations under this Section 2.01 with respect to any or all of the Registrable Securities held by Traxis or its Transferees and (ii) a Demand Registration at any time that Traxis and its Transferees owns Registrable Securities that represent less than 7.5% of the Outstanding Common Stock. In all instances, the Demanding Party and the Company shall cooperate in good faith regarding a Demand Registration Request should the Company have any planned offering(s), or if the Company has effected an offering of its Equity Interests (other than pursuant to a Registration Statement on Form S-8), within six months of the delivery of such Demand Registration Request.

(b) The Company shall use its reasonable best efforts to include in the Demand Registration the Registrable Securities requested to be included therein by the Demanding Party and by any other Holders of Registrable Securities issued to Traxis pursuant to the Purchase Agreement that shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such other Holder) within 30 days after the receipt of the Demand Exercise Notice.

(c) The Company shall use its reasonable best efforts to (i) effect the registration under the Securities Act (including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested by the Demanding Party and if the Company is then eligible to effect such a registration on Form S-3 or on any successor to Form S-3) of the Registrable Securities which the Company has been so requested to register by the Demanding Party and the other Holders of Registrable Securities issued to Traxis pursuant to the Purchase Agreement (to the extent permitted to be registered in accordance with the terms hereof), for distribution in accordance with the intended method of distribution described in the Demand Registration Request, and (ii) if requested by the Demanding Party, obtain acceleration of the effective date of the Registration Statement relating to such registration.

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(d) If a requested registration pursuant to this Section 2.01 involves an underwritten offering, the Demanding Party shall have the right to select an investment banker or bankers of nationally recognized standing to administer the offering; provided, however, that such investment banker or bankers shall be reasonably satisfactory to the Company. The Company shall notify the Demanding Party if the Company objects to any investment banker or manager selected by the Demanding Party pursuant to this Section 2.01(d) within ten (10) Business Days after the Demanding Party has notified the Company of such selection.

(e) Notwithstanding anything to the contrary in this Section 2.01:

(i) If the managing underwriter of any underwritten Public Offering shall advise the Demanding Party that the Registrable Securities covered by the Registration Statement cannot be sold in such offering within a price range acceptable to the Demanding Party, then the Demanding Party shall have the right to notify the Company that it has determined that the Registration Statement be abandoned or withdrawn with respect to its Registrable Securities, in which event the Company shall abandon or withdraw such Registration Statement and notify all other Holders participating in such Demand Registration.

(ii) If a majority of the Board determines in good faith that a Disadvantageous Condition exists, the Company shall, notwithstanding any other provision of this Article II, be entitled, upon the giving of a written notice (a “Delay Notice”) to such effect to each Holder of Registrable Securities included or to be included in such Registration Statement, to delay the filing of such Registration Statement until, in the judgment of a majority of Board, such Disadvantageous Condition no longer exists (notice of which the Company shall promptly deliver to the Holders of the Registrable Securities with respect to which any such Registration Statement was to have been filed); provided, however, that such delay shall not exceed a period of one-hundred twenty (120) days from the date on which the Demand Registration Request is received by the Company; and provided, further, that the Company shall not exercise its right to delay the filing of any Registration Statement unless such delay is also applied to any other holder of registration rights.

(f) In connection with any Demand Registration Request involving an underwritten offering, if the managing underwriter shall advise the Company that, in its view, the number of securities (including the Registrable Securities) that the Holders, the Company and any other Person intend to include in such registration exceeds the largest number of securities which can be sold in such offering at a price reasonably acceptable to the Demanding Party (the “Demand Registration Maximum Offering Size”), then the Company will include in such registration, in the following priority, up to the Demand Registration Maximum Offering Size:

(i) first, the Registrable Securities requested to be included in such registration pursuant to this Section 2.01; if the number of Registrable Securities requested to be included exceeds the Demand Registration Maximum Offering Size, then the Registrable Securities to be included in such registration shall be allocated pro rata among the Holders requesting registration based on the number of securities duly requested to be included in such registration by each such Holder; and

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(ii) second, the Underlying Common Shares, the Backstop Shares and the Utilization Fee Shares requested to be registered pursuant to Section 2.02; if the Underlying Common Shares, the Backstop Shares and the Utilization Fee Shares, together with the Registrable Securities requested to be included in such registration pursuant to this Section 2.01, exceed the Demand Registration Maximum Offering Size, then the Underlying Common Shares, the Backstop Shares and Utilization Fee Shares to be included in such registration shall be allocated pro rata among the Investors based on the number of Underlying Common Shares, the Backstop Shares and the Utilization Fee Shares requested to be included in such registration by each Investor; and

(iii) third, the securities requested to be included in such registration by the Pre-IPO Holders; and

(iv) fourth, the securities to be offered by the Company; and

(v) fifth, all other securities requested by any other Person to be included in such registration (pursuant to contractual registration rights or otherwise).

(g) Notwithstanding the foregoing, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.01 with respect to the Registrable Securities during the period starting with the date 30 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 180 days after the effective date of, a registration subject to Section 2.02 hereof.

(h) The Company shall not have any obligation hereunder to register any Registrable Securities under this Section 2.01 unless it shall have received requests from a Demanding Party to register shares of Common Stock having an aggregate market valuation, based on the most recent closing price of the Common Stock at the time of the demand, of $20.0 million.

(i) No registration of Registrable Securities under this Section 2.01 shall relieve the Company of its obligations (if any) to effect registrations of Registrable Securities pursuant to Section 2.02 or Section 2.12.

Section 2.02 Piggyback Registration Rights.

(a) At any time following the Effective Date, if the Company proposes to register (whether proposed to be offered for sale by the Company or by any other Person) any shares of capital stock (collectively, the “Other Securities”) under the Securities Act on a form and in a manner that would permit registration of the Registrable Securities for sale to the public under the Securities Act, each Holder of Registrable Securities will have the right to include its Registrable Securities in such registration in accordance with this Section 2.02. The Company will give prompt written notice to all Holders of Registrable Securities of its intention to register the Other Securities, describing the number of shares to be registered for sale and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation, whether or not such registration will be in connection with an underwritten offering, and if so, the identity of the managing underwriter and whether such offering will be pursuant to a “best efforts” or “firm commitment” underwriting). Upon the written request of any Holder delivered to the Company within 15 days after such notice shall have been received by such Holder (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and shall confirm that such Holder will dispose of such Registrable Securities pursuant to the Company’s intended method of disposition), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by the Holders of such Registrable Securities; provided, however, that:

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(i) if such registration involves an underwritten offering, all Holders requesting that their Registrable Securities be included in such registration must sell their Registrable Securities to the underwriters selected by the Company (and/or such other Person offering the Other Securities) on the same terms and conditions as the terms and conditions that apply to the Company (and/or such other Person(s) offering the Other Securities); and

(ii) if, at any time after giving such written notice of its intention to register any of such Registrable Securities for sale, and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason to withdraw such Registration Statement, the Company may, at its election, give written notice of such determination to each Holder that has requested to register Registrable Securities and thereupon the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that all Registration Expenses of such withdrawn registration shall be borne by the Company in accordance with Section 2.03 hereof.

(b) In connection with any Public Offering with respect to which Holders shall have requested registration pursuant to this Section 2.02, if the managing underwriter shall advise the Company that, in its view, the number of securities (including the Registrable Securities) that the Company, the Holders and any other Person intend to include in such registration exceeds the largest number of securities which can be sold without having an adverse effect on such offering, including the price at which such securities can be sold (the “Piggyback Registration Maximum Offering Size”), the Company will include in such registration, in the following priority, up to the Piggyback Registration Maximum Offering Size:

(i) first, all the Other Securities that the Company proposes to include in such registration;

(ii) second, the Underlying Common Shares, the Backstop Shares and the Utilization Fee Shares requested to be registered pursuant to this Section 2.02; if the Underlying Common Shares, the Backstop Shares and the Utilization Fee Shares, together with all the Other Securities that the Company proposes to include in such registration, exceed the Piggyback Registration Maximum Offering Size, then the Underlying Common Shares, the Backstop Shares and the Utilization Fee Shares to be included in such registration shall be allocated pro rata among the Investors based on the number of Underlying Common Shares, the Backstop Shares and the Utilization Fee Shares requested to be included in such registration by each Investor;

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(iii) third, (A) the other Registrable Securities requested to be registered pursuant to this Section 2.02 and (B) the Other Securities requested to be registered by the Pre-IPO Holders; if the number of such other Registrable Securities and the Other Securities of the Pre-IPO Holders requested to be included exceeds the Piggyback Registration Maximum Offering Size, then such other Registrable Securities and the Other Securities of the Pre-IPO Holders to be included in such registration shall be allocated pro rata among the persons requesting registration based on the number of securities duly requested to be included in such registration by each such person; and

(ii) fourth, all Other Securities requested by any other Person to be included in such registration (pursuant to contractual registration rights or otherwise).

(c) If a Holder decides not to include all of its Registrable Securities in any Registration Statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent Registration Statement or Registration Statements as may be filed by the Company with respect to offerings of securities, all upon the terms and conditions set forth herein.

(d) Notwithstanding anything in this Article II to the contrary, the Company shall not be required to give notice of, or effect any registration of Registrable Securities under this Article II incidental to, the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans.

Section 2.03 Registration Expenses.

The Company shall pay all Registration Expenses in connection with the registration of Registrable Securities pursuant to this Article II. “Registration Expenses” means all expenses incident to the Company’s performance of or compliance with Article II, including, without limitation, all registration, filing and qualification fees (including filing fees with respect to FINRA), all fees and expenses of complying with state securities or “blue sky” laws (including reasonable fees and disbursements of underwriters’ counsel in connection with any “blue sky” memorandum or survey), any underwriting discounts, commissions, fees and related expenses, all fees and disbursements of the attorneys-in-fact and the custodian for the Holders, all printing expenses, all listing fees, all registrars’ and transfer agents’ fees, the fees and disbursements of counsel for the Company and of its independent certified public accountants, including the expenses of any special audits and/or “comfort” letters required by or incident to such performance and compliance. In addition, in connection with each registration, the Company shall pay the reasonable fees and expenses of one legal counsel to represent the interests of the Holders selling Registrable Securities in such registration.

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Section 2.04 Registration Procedures.

(a) If and whenever the Company is required to effect the registration of any Registrable Securities under the Securities Act as provided in this Article II, the Company will:

(i) promptly prepare and file with the Commission a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective as soon as reasonably practicable thereafter;

(ii) prepare and file with the Commission such amendments (including any statutory prospectus, preliminary prospectus or issuer free writing prospectus or any amendment or supplement) and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such Registration Statement until the earlier of (a) such time as all such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such Registration Statement, and (b) 210 days from the date such Registration Statement first becomes effective;

(iii) furnish to each seller of such Registrable Securities such number of conformed copies of such Registration Statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the Prospectus included in such Registration Statement, in conformity with the requirements of the Securities Act, such documents incorporated by reference in such Registration Statement or Prospectus and such other documents as such seller may reasonably request in order to facilitate the sale of such Registrable Securities;

(iv) register or qualify all Registrable Securities and other securities covered by such Registration Statement under such securities or “blue sky” laws of such jurisdictions as each seller shall reasonably request, and do any and all other acts and things that may be necessary to enable each such seller to consummate the disposition in such jurisdictions of its Registrable Securities covered by such Registration Statement, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, to subject itself to taxation in respect of doing business in any such jurisdiction or to consent to general service of process in any such jurisdiction;

(v) furnish to each seller of Registrable Securities, on the date that the Registrable Securities are delivered to the underwriters for sale in connection with a Public Offering, (a) an opinion, dated such date, of the counsel representing the Company for the purpose of such registration, in form and substance as is customarily given to underwriters in a Public Offering, addressed to the underwriters, and (b) a “comfort” letter, dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in a Public Offering, addressed to the underwriters;

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(vi) promptly notify each seller of Registrable Securities covered by such Registration Statement at any time when a Prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and if it is necessary to amend or supplement such Prospectus to comply with applicable law, and at the request of any such seller prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus shall not include an 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 not misleading in the light of the circumstances then existing and shall otherwise comply in all material respects with applicable law;

(vii) comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, an earning statement covering a period of at least twelve months, beginning with the first month of the first fiscal quarter after the effective date of such Registration Statement, which earning statement shall satisfy the provisions of Section 11(a) of the Securities Act;

(viii) in the case of a Public Offering, use all reasonable efforts to facilitate the distribution and sale of any Registrable Securities to be offered pursuant to this Agreement, including without limitation, by causing appropriate officers of the Company to attend any “road shows” and analyst presentations and otherwise use commercially reasonable efforts to cooperate as requested by the underwriters or any Holder of Registrable Securities in the offering, marketing or selling of the Registrable Securities;

(ix) cause all such shares of Common Stock and Underlying Shares registered pursuant hereto to be listed on the securities exchange or quoted on the interdealer quotation system on which the Common Stock is listed or quoted, if such listing or quotation is then permitted under the rules of such exchange or quotation system, and provide a transfer agent, registrar and CUSIP number for such Registrable Securities no later than the effective date of such Registration Statement; and

(x) issue to any underwriter to which any Holder of Registrable Securities may sell such Registrable Securities in connection with any such registration (and to any direct or indirect transferee of any such underwriter) certificates evidencing shares of Common Stock or Preferred Stock, as applicable, without restrictive legends (subject to each Holder and/or underwriter providing any customary certificates relating to the distribution or re-legending of Registrable Securities as appropriate).

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The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish the Company with such information regarding such seller and the distribution of such Registrable Securities as the Company may from time to time reasonably request in writing and as shall be required by applicable law or by the Commission in connection therewith. The Company shall have no obligation to have a Registration Statement declared effective or incur costs in connection therewith until the seller of such Registrable Securities provides such information to the Company; provided, however, that if the applicable Registration Statement is a resale shelf Registration Statement filed pursuant to Rule 415 under the Securities Act, the Company shall have the right to exclude such seller from the table of selling stockholders set forth in such Registration Statement pending receipt of such information but not to delay the preparation, filing or declaration of the effectiveness of such Registration Statement to the extent that such Registration Statement is for the benefit of other selling stockholders and such other selling stockholder(s) caused the Company to file such Registration Statement.

(b) If requested by the underwriters for any Public Offering of Registrable Securities on behalf of a Holder or Holders of Registrable Securities pursuant to a registration under Section 2.01 or 2.02 hereof, the Company and each such Holder of Registrable Securities will enter into and perform their respective obligations under an underwriting agreement with such underwriters for such offering, such agreement to contain such representations and warranties by the Company and such Holders and such other terms and conditions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities to the effect and to the extent provided in Sections 2.06 and 2.07 hereof and delivery of opinions of counsel and accountant letters.

(c) If any registration pursuant to Section 2.01 or 2.02 hereof shall be in connection with an underwritten Public Offering, each Holder that includes Registrable Securities in such Public Offering agrees, if so required by the managing underwriter(s), not to effect any public sale or distribution (including any sale pursuant to Rule 144) of Equity Securities (other than as part of such underwritten Public Offering) within ten days prior to or 90 days after (i) the effective date of the Registration Statement with respect to such underwritten Public Offering, or (ii) in the event of a shelf Registration Statement, the consummation of an underwritten takedown; provided, however, that the 90 day period referred to in this Section 2.04(c) may be extended to up to 180 days upon the managing underwriter’s or underwriters’ reasonable request.

(d) The Company agrees, if so required by the managing underwriter(s) in connection with an underwritten Public Offering of Registrable Securities pursuant to Section 2.01 or 2.02, not to effect any public or private sale or distribution of any of its Equity Interests (other than as part of such underwritten Public Offering), including a sale pursuant to Regulation D under the Securities Act (or Section 4(2) thereof), within ten days prior to or 90 days after (i) the effective date of the Registration Statement with respect to such underwritten Public Offering, or (ii) in the event of a shelf Registration Statement, the consummation of an underwritten takedown, except in connection with any equity incentive plan, agreement, bonus, award, stock purchase plan, stock option plan or other stock arrangement registered on Form S-8 or an acquisition, merger or exchange offer; provided, however, that the 90-day period referred to in this Section 2.04(d) may be extended to up to 180 days upon the managing underwriter’s or underwriters’ reasonable request.

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(e) It is understood that in any underwritten offering of Registrable Securities, in addition to the shares (the “Initial Shares”) the underwriters have committed to purchase, the underwriting agreement may grant the underwriters an option to purchase a number of additional shares (the “Overallotment Option Shares”) equal to up to 15% of the Initial Shares (or such other maximum amount as FINRA may then permit), solely to cover over-allotments. Shares of Common Stock proposed to be sold by the Company and the Holders of Registrable Securities, and shares of Preferred Stock proposed to be sold by the Investors, shall be allocated between Initial Shares and Overallotment Option Shares as agreed or, in the absence of agreement, pursuant to Sections 2.01 or 2.02 hereof.

(f) No Holder of Registrable Securities may participate in any Public Offering hereunder unless it (i) agrees to sell its Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements, and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Article II.

Section 2.05 Preparation; Reasonable Investigation.

In connection with the preparation and filing of each Registration Statement registering Registrable Securities under the Securities Act, the Company will give the Holders on whose behalf such Registrable Securities are to be so registered and their underwriters, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such Registration Statement, each Prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have issued a report on its financial statements as shall be reasonably necessary, in the opinion of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

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Section 2.06 Indemnification.

(a) In the case of any Registration Statement filed under the Securities Act pursuant to Section 2.01, 2.02 or 2.12, the Company will indemnify and hold harmless the seller of any Registrable Securities covered by such Registration Statement, its directors, officers and employees, each other Person who participates as an underwriter in the offering or sale of such Registrable Securities, each officer, director and employee of each such underwriter, and each other Person, if any, who controls such seller, or each officer, director and employee of such seller, or such underwriter, or each officer, director and employee of such underwriter, within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act, against any losses, claims, damages, liabilities and expenses, joint or several, to which any such Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact in any Registration Statement (including any document incorporated by reference therein) under which the Registrable Securities were registered under the Securities Act, or any Prospectus or issuer free writing prospectus or any amendment or supplement thereto, or in any filing made in connection with the qualification of the offering under the securities or other “blue sky” laws of any jurisdiction in which Registrable Securities are offered, or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or other federal or state law or any rule or regulation promulgated under the Securities Act, the Exchange Act or other federal or state law; and the Company will reimburse each such Person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or expense; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense (or action or proceeding in respect thereof) arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement, Prospectus, issuer free writing prospectus or blue sky filing or any amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company for use in the preparation thereof by such seller, underwriter or non-selling controlling Person, as the case may be. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Person and shall survive the transfer of such securities by such seller.

(b) The Company may require, as a condition to including any Registrable Securities in any Registration Statement filed pursuant to this Article II, that the Company shall have received an undertaking reasonably satisfactory to it from (i) the prospective seller of such Registrable Securities to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 2.06(a) hereof, except that any such prospective seller shall not in any event be liable to the Company pursuant thereto for an amount in excess of the net proceeds of the sale of such prospective seller’s Registrable Securities) the Company, each officer, director and employee of the Company, each underwriter of such securities, each officer, director and employee of each such underwriter and each other Person, if any, who controls the Company or any such underwriter or any officer, director or employee thereof within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and (ii) each such underwriter of such securities to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 2.06(a) hereof) the Company, each officer, director and employee of the Company, each prospective seller, each officer, director and employee of each prospective seller and each other Person, if any, who controls the Company or any prospective seller or any officer, director or employee thereof within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, but in each case only with respect to any statement in or omission from such Registration Statement, any Prospectus included therein, or any amendment or supplement thereto if such statement or omission was made in reliance upon and in conformity with written information furnished by such prospective seller or such underwriter, as the case may be, to the Company for use in the preparation of such Registration Statement, Prospectus, amendment or supplement; provided, however, that notwithstanding anything in this Agreement to the contrary, the indemnity agreement contained in this subsection 2.06(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or expense (or action or proceeding in respect thereof) if such settlement is effected without the consent of the indemnifying party; provided that in no event shall any indemnity under this subsection 2.06(b) exceed the net proceeds from the offering received by such indemnifying party. Such indemnity shall remain in full force and effect regardless of any investigation made by the indemnified party and shall survive the transfer of such securities by such seller.

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(c) Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding (including any investigation by any governmental authority) involving a claim referred to in Section 2.06(a) or (b) hereof, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding provisions of this Section 2.06, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim (in which case, the indemnifying party shall not be liable for the fees and expenses of more than one (1) counsel for all sellers of Registrable Securities, or more than one counsel for the underwriters in connection with any one (1) action or separate but similar or related actions), the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof.

(d) The indemnity provided for hereunder shall not inure to the benefit of any indemnified party to the extent that such indemnified party failed to comply with the applicable prospectus delivery requirements of the Securities Act as then applicable to the person asserting the loss, claim, damage or liability for which indemnity is sought.

(e) The right to indemnification under this Section 2.06 shall survive indefinitely.

Section 2.07 Contribution.

(a) If the indemnification provided for in Section 2.06 is unavailable to the indemnified parties in respect of any losses, claims, damages, liabilities or expenses referred to therein, then each indemnifying party shall contribute to the amounts paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses (i) as among the Company and each of the selling Holders of Registrable Securities covered by a Registration Statement, on the one hand, and the underwriters, on the other, in such proportion as is appropriate to reflect the relative benefits received by the Company and each such selling

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Holder, on the one hand, and the underwriters, on the other, from the offering of the Registrable Securities, or if such allocation is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits but also the relative fault of the Company and each such selling Holder, on the one hand, and of the underwriters, on the other, in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations, and (ii) as between the Company, on the one hand, and each selling Holder of Registrable Securities covered by a Registration Statement, on the other, in such proportion as is appropriate to reflect the relative fault of the Company and of each such selling Holder in connection with such statements or omissions, as well as any other relevant equitable considerations. The relative benefits received by the Company and each such selling Holder, on the one hand, and the underwriters, on the other, shall be deemed to be in the same proportion as the total proceeds from the offering (net of underwriting discounts and commissions but before deducting expenses) received by the Company and each such selling Holder bears to the total underwriting discounts and commissions received by the underwriters. The relative fault of the Company and any selling Holder, on the one hand, and of the underwriters, on the other, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and any selling Holder or by the underwriters. The relative fault of the Company, on the one hand, and each such selling Holder, on the other, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact relates to information supplied by the Company or any such selling Holder, and the parties’ (including as between selling Holders) relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(b) The Company and the Holders of Registrable Securities agree that it would not be just and equitable if contribution pursuant to this Section 2.07 were determined by pro rata allocation (even if the underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in the preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses referred to in the preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 2.07, no underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities underwritten by it and offered and distributed to the public exceeds the amount of any damages that such underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, and no Holder of Registrable Securities shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities of such Holder were offered to the public exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The obligation of each Holder of Registrable Securities to contribute pursuant to this Section 2.07 is several in the proportion that the proceeds of the offering received by such Holder bears to the total proceeds of the offering received by all the Holders and not joint.

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Section 2.08 Nominees of Beneficial Owners.

In the event that any Registrable Securities are held by a nominee for the Beneficial Owner thereof, the Beneficial Owner thereof may, at its election, be treated as the Holder of such Registrable Securities for purposes of any request or other action by any holder of Registrable Securities pursuant to this Agreement or any determination of any number or percentage of shares of Registrable Securities held by any Holder or Holders of Registrable Securities contemplated by this Agreement. If the Beneficial Owner of any Registrable Securities so elects, the Company may require assurances reasonably satisfactory to it of such Beneficial Owner’s ownership of such Registrable Securities.

Section 2.09 Rule 144.

The Company shall use all commercially reasonable efforts to take all actions necessary to comply with the filing requirements described in Rule 144(c)(1) or any successor thereto so as to enable the Holders to sell Registrable Securities without registration under the Securities Act. Upon the written request of any Holder, the Company will deliver to such Holder a written statement as to whether it has complied with the filing requirements under Rule 144(c)(1) or any successor thereto.

Section 2.10 Information Blackout.

(a) Upon written notice from the Company to the Holders that the Company has determined in good faith that the sale of Registrable Securities pursuant to a Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law (A) which disclosure would have a material adverse effect on the Company or (B) relating to a material business transaction involving the Company (an “Information Blackout”), the Company may postpone the effectiveness of any Registration Statement required hereunder and, if such Registration Statement has become effective, the Company shall not be required to maintain the effectiveness of such Registration Statement and all Holders shall suspend sales of Registrable Securities pursuant to such Registration Statement, in each case, until the earlier of:

(i) sixty (60) days after the Company makes such good faith determination, and

(ii) such time as the Company notifies the Holders that such material information has been disclosed to the public or has ceased to be material or that sales pursuant to such Registration Statement may otherwise be resumed (the number of days from such notice from the Company until the day when the Information Blackout terminates hereunder is hereinafter called a “Blackout Period”).

(b) Any delivery by the Company of notice of an Information Blackout during the sixty (60) days immediately following effectiveness of any Registration Statement effected pursuant to Section 2.01 or 2.12 hereof shall give the Holders of a majority in aggregate amount of Registrable Securities being sold the right, by written notice to the Company within twenty (20) Business Days after the end of such Blackout Period, to cancel such registration.

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(c) Notwithstanding the foregoing, there shall be no more than two (2) Information Blackouts during any calendar year and no Blackout Period shall continue for more than forty-five (45) consecutive days.

(d) Notwithstanding the foregoing, the Company shall not exercise its rights under Section 2.10(a) unless it has applied the same information blackout restriction to all other holders of registration rights.

Section 2.11 Restriction on Company Grants of Subsequent Registration Rights.

The Company agrees that, without the prior written consent of the Holders of a majority of the Outstanding Registrable Securities, it shall not enter into any agreement with the holder or prospective holder of any securities of the Company that would grant such holder or prospective holder any registration rights.

Section 2.12 Investor Demand Rights. Following the Effective Date, the Company shall, as soon as commercially reasonable, but in no event later than forty five (45) days after the Effective Date, file a Registration Statement under the Securities Act on any permitted form that qualifies, and is available for, the resale of the Registrable Securities held by the Investors (the “Investor Demand Registration”). The Company shall use its reasonable best efforts to (i) cause such Investor Demand Registration to become effective as promptly thereafter as practicable, but in any event not later than one hundred twenty (120) days after the Effective Date if the Company receives comments to the Investor Demand Registration from the Commission (“SEC Comments”) or ninety (90) days after the Effective Date if the Company does not receive SEC Comments and (ii) obtain acceleration of the effective date of the Registration Statement relating to such registration.

ARTICLE III

TRANSFERS

Section 3.01 Transfer of Rights

(a) A Holder may transfer all or any portion of its rights with respect to the Registrable Securities under this Agreement to any Person (each, a “Transferee”), and any such Transferee may likewise transfer all or any portion of the rights it acquires with respect to the Registrable Securities to a subsequent Transferee. A Holder and any Transferee who transfers securities to another Person is referred to herein as a “Transferring Holder.”

(b) Any such transfer of rights under this Agreement will be effective upon receipt by the Company of (i) written notice from such Transferring Holder stating the name and address of any Transferee and identifying the number of Registrable Securities with respect to which rights under this Agreement are being transferred and the nature of the rights so transferred, and (ii) a written agreement from the Transferee to be bound by the terms of this Agreement, upon which such Transferee will be deemed to be a party hereto and have the rights and obligations of the Transferring Holder hereunder with respect to the Registrable Securities transferred.

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(c) In the event the Company engages in a merger or consolidation in which the shares of Common Stock or Preferred Stock, as applicable, are converted into securities of another company, appropriate arrangements will be made so that the registration rights provided under this Agreement continue to be provided to Holders by the issuer of such securities. To the extent such new issuer, or any other company acquired by the Company in a merger or consolidation, was bound by registration rights obligations that would conflict with the provisions of this Agreement, the Company will use its reasonable best efforts to modify any such “inherited” registration rights obligations so as not to interfere in any material respects with the rights provided under this Agreement, unless otherwise agreed by the Holders.

Section 3.02 In-Kind Distributions.

If a Holder seeks to effectuate an in-kind distribution, a transfer or an assignment of all or part of its shares of Common Stock or Preferred Stock to its direct or indirect equityholders or any Affiliates thereof, then the Company will cooperate with such Holder and the Company’s transfer agent to facilitate such transaction in the manner reasonably requested by such Holder.

ARTICLE IV

MISCELLANEOUS

Section 4.01 Consent to Assignment.

This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of each of the parties hereto including, without limitation and without the need for an express assignment, subsequent Holders; provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of applicable law.

Section 4.02 Entire Agreement and Amendments.

This Agreement constitutes the entire agreement among the parties, and merges and supersedes all previous agreements and understandings among the parties, whether oral or written, relating to the subject matter hereof. No amendment, modification or interpretation of this Agreement will have any effect unless it is reduced to writing, makes specific reference to this Agreement and is signed by all of the parties.

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Section 4.03 Notices.

All notices, requests, demands and other communications required or permitted hereunder shall be in writing and if mailed by prepaid first-class mail or certified mail, return receipt requested, at any time other than during a general discontinuance of postal service due to strike, lockout or otherwise, shall be deemed to have been received on the earlier of the date shown on the receipt or three Business Days after the postmarked date thereof and, if telexed or telecopied, the original notice shall be mailed by prepaid first class mail within twenty-four (24) hours after sending such notice by telex or telecopy, and shall be deemed to have been received on the next Business Day following dispatch and acknowledgment of receipt by the recipient’s telex or telecopy machine. In addition, notices hereunder may be delivered by hand, in which event the notice shall be deemed effective when delivered, or by overnight courier, in which event the notice shall be deemed to have been received on the next Business Day following delivery to such courier. All notices and other communications under this Agreement shall be given to the parties hereto at the following addresses:

If to the Company:

Blue Bird Corporation (formerly known as Hennessy Capital Acquisition Corp.)

402 Bluebird Blvd.

Fort Valley, GA 31030

Attention: Phil Tighe and Paul Yousif

Fax No.: (478)-822-3609

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

Cerberus Capital Management L.P.

875 Third Avenue

New York, NY 10022

Attention: Dev Kapadia

Fax No.: (212) 755-3009

If to Traxis:

The Traxis Group B.V.

c/o Cerberus Capital Management L.P.

875 Third Avenue

New York, NY 10022

Attention: Dev Kapadia

Fax No.: (212) 755-3009

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

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

Attention: Richard A. Presutti

Fax No.: (212) 593-5955

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If to the Investors:

If to Investor I or Investor II, to them at:

c/o Osterweis Capital Management

1 Maritime Plaza, Suite 800

San Francisco, CA 94111

If to Investor III or Investor IV, to them at:

601 Gateway Blvd., Suite 1050

South San Francisco, CA 94080

If to Investor V, Investor VI, Investor VIII or Investor VIII, to them at:

c/o Coliseum Capital Management, LLC

One Station Place, 7th Floor South

Stamford, CT 06902

Attention: Adam Gray

Facsimile: (203) 286-1111

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

Paul Hastings LLP

75 E. 55th Street

New York, NY 10022

Attention: Barry Brooks

Facsimile: (212) 230-7777

Any party hereto may change its address specified for notices herein by designating a new address by notice in accordance with this Section 4.03.

Section 4.04 Non-Waiver.

The waiver by any party of any breach of any term, covenant, condition or agreement contained herein or any default in the performance of any obligations hereunder shall not be deemed to be a waiver of any other breach or default of the same or of any other term, covenant, condition, agreement or obligation.

Section 4.05 Governing Law, Jurisdiction.

(a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to conflict of laws principles.

(b) Each of the parties hereto (a) hereby irrevocably and unconditionally submits, for itself and its property, to the jurisdiction of Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware lacks jurisdiction, then in the applicable Delaware state court), or if under applicable law exclusive jurisdiction of such action is vested in the federal courts, then the United States District Court for the District of Delaware, (b) expressly submits to the personal jurisdiction and venue of such courts for the purposes thereof and (c) waives and agrees not to raise (by way of motion, as a defense or otherwise) any and all jurisdictional, venue and convenience objections or defenses that such party may have in such Action.

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Section 4.06 Captions.

All captions are inserted for convenience only, and will not affect any construction or interpretation of this Agreement.

Section 4.07 Severability.

Any provision of this Agreement which is or may become prohibited or unenforceable, as a matter of law or regulation, will be ineffective only to the extent of such prohibition or unenforceability and shall not invalidate the remaining provisions hereof if the essential purposes of this Agreement may be given effect despite the prohibition or unenforceability of the affected provision.

Section 4.08 Equitable Remedies.

The parties hereto agree that irreparable harm would occur in the event that any of the agreements and provisions of this Agreement were not performed fully by the parties hereto in accordance with their specific terms or conditions or were otherwise breached, and that money damages are an inadequate remedy for breach of this Agreement because of the difficulty of ascertaining and quantifying the amount of damage that will be suffered by the parties hereto in the event that this Agreement is not performed in accordance with its terms or conditions or is otherwise breached. It is accordingly hereby agreed that the parties hereto shall be entitled to an injunction or injunctions to restrain, enjoin and prevent breaches of this Agreement by the other parties and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, such remedy being in addition to and not in lieu of, any other rights and remedies to which the other parties are entitled to at law or in equity.

Section 4.09 Counterparts.

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same instrument.

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Section 4.10 Recapitalizations, Exchanges, Etc. Affecting Common Stock.

Except as otherwise provided in this Agreement, the provisions of this Agreement shall apply to any and all shares of capital stock or other securities of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets, transfer of Equity Interests or otherwise) which may be issued in respect of, in exchange for, or in substitution of, any shares of Common Stock by reason of any reorganization, recapitalization, reclassification, merger, consolidation, partial or complete liquidation, sale of assets, spin-off, stock dividend, split, distribution to stockholders or combination of the shares of Common Stock or any other change in the Company’s capital structure, in order to preserve fairly and equitably as far as practicable, the original rights and obligations of the parties hereto under this Agreement.

[remainder of page intentionally left blank; signature page follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized signatories thereunto duly authorized as of the date first set forth above.

BLUE BIRD CORPORATION (formerly known as Hennessy Capital Acquisition Corp.)
By:	/s/ Philip Horlock
	Name: Philip Horlock
	Title: Chief Executive Officer
	THE TRAXIS GROUP B.V.
By:
	Name:
	Title:
INVESTORS:
THE OSTERWEIS STRATEGIC INCOME FUND
By:
	Name:
	Title:
THE OSTERWEIS STRATEGIC
INVESTMENT FUND
By:
	Name:
	Title:
OVERLAND RELATIVE VALUE
MASTER FUND LP
By:
	Name:
	Title:
OVERLAND VICEROY MASTER FUND LP
By:
	Name:
	Title:

[Signature Page to Registration Rights Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized signatories thereunto duly authorized as of the date first set forth above.

BLUE BIRD CORPORATION (formerly known as Hennessy Capital Acquisition Corp.)
By:
	Name:
	Title:
THE TRAXIS GROUP B.V.
By:	/s/ Dev Kapadia
	Name:
	Title:
INVESTORS:
THE OSTERWEIS STRATEGIC INCOME FUND
By:
	Name:
	Title:
THE OSTERWEIS STRATEGIC
INVESTMENT FUND
By:
	Name:
	Title:
OVERLAND RELATIVE VALUE
MASTER FUND LP
By:
	Name:
	Title:
OVERLAND VICEROY MASTER FUND LP
By:
	Name:
	Title:

[Signature Page to Registration Rights Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized signatories thereunto duly authorized as of the date first set forth above.

BLUE BIRD CORPORATION (formerly known as Hennessy Capital Acquisition Corp.)
By:
	Name:
	Title:
THE TRAXIS GROUP B.V.
By:
	Name:
	Title:
INVESTORS:
THE OSTERWEIS STRATEGIC INCOME FUND
By:	/s/ Carl Kaufman
	Name: Carl Kaufman
	Title: Portfolio Manager
THE OSTERWEIS STRATEGIC
INVESTMENT FUND
By:	/s/ Carl Kaufman
	Name: Carl Kaufman
	Title: Portfolio Manager
OVERLAND RELATIVE VALUE
MASTER FUND LP
By:
	Name:
	Title:
OVERLAND VICEROY MASTER FUND LP
By:
	Name:
	Title:

[Signature Page to Registration Rights Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized signatories thereunto duly authorized as of the date first set forth above.

BLUE BIRD CORPORATION (formerly known as Hennessy Capital Acquisition Corp.)
By:
	Name:
	Title:
THE TRAXIS GROUP B.V.
By:
	Name:
	Title:
INVESTORS:
THE OSTERWEIS STRATEGIC INCOME FUND
By:
	Name:
	Title:
THE OSTERWEIS STRATEGIC
INVESTMENT FUND
By:
	Name:
	Title:
OVERLAND RELATIVE VALUE
MASTER FUND LP
By:	/s/ G. Holterman
	Name: G. Holterman
	Title: Authorized Signatory
OVERLAND VICEROY MASTER FUND LP
By:	/s/ G. Holterman
	Name: G. Holterman
	Title: Authorized Signatory

[Signature Page to Registration Rights Agreement]

COLISEUM SCHOOL BUS HOLDINGS, LLC
By:	/s/ Adam Gray
	Name: Adam Gray
	Title: Managing Partner
COLISEUM CAPITAL PARTNERS, L.P.
By:	/s/ Adam Gray
	Name: Adam Gray
	Title: Manager
COLISEUM CAPITAL PARTNERS II, L.P.
By:	/s/ Adam Gray
	Name: Adam Gray
	Title: Manager
BLACKWELL PARTNERS LLC – SERIES A
By:	/s/ Adam Gray
	Name: Adam Gray
	Title: Managing Partner

[Signature Page to Registration Rights Agreement]