Wilson, Wyoming 83014Hennessy Capital Investment Corp. VI • March 10th, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into on January 29, 2021 by and between Hennessy Capital Partners VI LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Hennessy Capital Investment Corp. VI, a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 4,312,500 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 562,500 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
Hennessy Capital Investment Corp. VI 3415 N. Pines Way, Suite 204 Wilson, Wyoming 83014 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • October 1st, 2021 • Hennessy Capital Investment Corp. VI • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Hennessy Capital Investment Corp. VI, a Delaware corporation (the “Company”) and Citigroup Global Markets Inc. and Barclays Capital Inc. (collectively, the “Representatives”), relating to an underwritten initial public offering (the “Public Offering”), of 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one redeemable warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1, as amended, and pro
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 24th, 2021 • Hennessy Capital Investment Corp. VI • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [_____], 2021, is made and entered into by and among Hennessy Capital Investment Corp. VI, a Delaware corporation (the “Company”), Hennessy Capital Partners VI LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
HENNESSY CAPITAL INVESTMENT CORP. VI and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of ______, 2021Warrant Agreement • March 24th, 2021 • Hennessy Capital Investment Corp. VI • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of ______, 2021 is by and between Hennessy Capital Investment Corp. VI, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 1st, 2021 • Hennessy Capital Investment Corp. VI • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 28, 2021 by and between Hennessy Capital Investment Corp. VI, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNITY AGREEMENTIndemnity Agreement • October 1st, 2021 • Hennessy Capital Investment Corp. VI • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of September 28, 2021 by and between Hennessy Capital Investment Corp. VI, a Delaware corporation (the “Company”), and [Name of Indemnitee] (“Indemnitee”).
30,000,000 Units[1] Units, each consisting of one (1) share of Class A common stock, $0.0001 par value, and one-third of one redeemable warrantUnderwriting Agreement • September 3rd, 2021 • Hennessy Capital Investment Corp. VI • Blank checks • New York
SUBSCRIPTION AGREEMENTSubscription Agreement • October 1st, 2021 • Hennessy Capital Investment Corp. VI • Blank checks • New York
This Subscription Agreement (this “Agreement”) is entered into as of September 28, 2021 between Hennessy Capital Investment Corp. VI, a Delaware corporation (the “Company”), Hennessy Capital Partners VI LLC, a Delaware limited liability company (the “Sponsor”) and Antara Capital Total Return SPAC Master Fund LP (the “Purchaser”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement • October 1st, 2021 • Hennessy Capital Investment Corp. VI • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of September 28, 2021 (this “Agreement”), is entered into by and between Hennessy Capital Investment Corp. VI, a Delaware corporation (the “Company”), and Hennessy Capital Partners VI LLC, a Delaware limited liability company (the “Purchaser”).
20,000,000 Units1 Units, each consisting of one (1) share of Class A common stock, $0.0001 par value, and one-fifth of one redeemable warrantHennessy Capital Investment Corp. VI • March 24th, 2021 • Blank checks • New York
HENNESSY CAPITAL INVESTMENT CORP. VI and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of September 28, 2021Warrant Agreement • October 1st, 2021 • Hennessy Capital Investment Corp. VI • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 28, 2021 is by and between Hennessy Capital Investment Corp. VI, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
HENNESSY CAPITAL INVESTMENT CORP. VI and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of ______, 2021Warrant Agreement • September 3rd, 2021 • Hennessy Capital Investment Corp. VI • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of ______, 2021 is by and between Hennessy Capital Investment Corp. VI, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTERESTNon-Redemption Agreement and Assignment of Economic Interest • September 20th, 2023 • Hennessy Capital Investment Corp. VI • Blank checks • New York
This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of September [ ], 2023 by and among Hennessy Capital Investment Corp. VI (“HCVI”), Hennessy Capital Partners VI LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned investors (collectively, the “Investor”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 24th, 2021 • Hennessy Capital Investment Corp. VI • Blank checks • New York
HENNESSY CAPITAL INVESTMENT CORP. VIHennessy Capital Investment Corp. VI • October 1st, 2021 • Blank checks • New York
This letter agreement by and between Hennessy Capital Investment Corp. VI (the “Company”) and Hennessy Capital Group LLC (“Hennessy Capital”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 1st, 2021 • Hennessy Capital Investment Corp. VI • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 28, 2021, is made and entered into by and among Hennessy Capital Investment Corp. VI, a Delaware corporation (the “Company”), Hennessy Capital Partners VI LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTERESTNon-Redemption Agreement and Assignment of Economic Interest • January 4th, 2024 • Hennessy Capital Investment Corp. VI • Blank checks • New York
This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of January [ ], 2024 by and among Hennessy Capital Investment Corp. VI (“HCVI”), Hennessy Capital Partners VI LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned investor[s] ([collectively,] the “Investor”).
AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 29th, 2024 • Hennessy Capital Investment Corp. VI • Blank checks
THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of October 11, 2023, by and between Hennessy Capital Investment Corp. VI, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
SUBSCRIPTION AGREEMENTSubscription Agreement • September 3rd, 2021 • Hennessy Capital Investment Corp. VI • Blank checks • New York
This Subscription Agreement (this “Agreement”) is entered into as of [______], 2021 between Hennessy Capital Investment Corp. VI, a Delaware corporation (the “Company”), Hennessy Capital Partners VI LLC, a Delaware limited liability company (the “Sponsor”), and [the entities listed on the signature page, severally and not jointly (each a “Purchaser” and together the “Purchasers”) / [____________________] (the “Purchaser”)].
SUBSCRIPTION AGREEMENTSubscription Agreement • July 12th, 2021 • Hennessy Capital Investment Corp. VI • Blank checks • New York
This Subscription Agreement (this “Agreement”) is entered into as of __________ between Hennessy Capital Partners VI LLC, a Delaware limited liability company (the “Sponsor”) and [_________] (the “Purchaser”).
SUBSCRIPTION AGREEMENTSubscription Agreement • October 17th, 2023 • Hennessy Capital Investment Corp. VI • Blank checks • Delaware
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into effectively as of October 13, 2023 (the “Effective Date”), by, between and among Polar Multi-Strategy Master Fund (the “Investor”), Hennessy Capital Group LLC, a Delaware limited liability company (“HCG”), Hennessy Capital Investment Corp. VI, a Delaware corporation (the “SPAC”), and Hennessy Capital Partners VI LLC, a Delaware limited liability company (the “Sponsor”). Investor, SPAC and Sponsor are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENTSubscription Agreement • September 3rd, 2021 • Hennessy Capital Investment Corp. VI • Blank checks • New York
This AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENT, dated as of [______], 2021 (this “Amendment No. 1”), is made by and among Hennessy Capital Investment Corp. VI, a Delaware corporation, Hennessy Capital Partners VI LLC, a Delaware limited liability company, and [__________], a [_______ _______] (collectively, the “Parties”). Except as otherwise indicated herein, capitalized terms used but not defined herein shall have the meanings given to such terms in the Subscription Agreement (as defined below).
SUBSCRIPTION AGREEMENTSubscription Agreement • January 17th, 2024 • Hennessy Capital Investment Corp. VI • Blank checks • Delaware
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into effectively as of January 16, 2024 (the “Effective Date”), by and among Polar Multi-Strategy Master Fund (the “Investor”), Hennessy Capital Investment Corp. VI, a Delaware corporation (the “SPAC”), Hennessy Capital Partners VI LLC, a Delaware limited liability company (the “Sponsor”) and, solely for the purposes of Section 1.5.2, Daniel J. Hennessy, a resident of the State of Nevada, with the mailing address of P.O. Box 11173, Zephyr Cove, Nevada 89448 (“DJH”). Investor, SPAC and Sponsor are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
