Hennessy Capital Investment Corp. VI Sample Contracts

INDEMNITY AGREEMENT
Indemnification Agreement • March 10th, 2021 • Hennessy Capital Investment Corp. VI • Blank checks • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021 by and between Hennessy Capital Investment Corp. VI, a Delaware corporation (the “Company”), and [NAME OF D&O] (“Indemnitee”).

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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 warrant
Underwriting Agreement • September 3rd, 2021 • Hennessy Capital Investment Corp. VI • Blank checks • New York
Wilson, Wyoming 83014
Securities Subscription Agreement • March 10th, 2021 • Hennessy Capital Investment Corp. VI • 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:

REGISTRATION RIGHTS AGREEMENT
Registration 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 3415 N. Pines Way, Suite 204 Wilson, Wyoming 83014 Re: Initial Public Offering Ladies and Gentlemen:
Underwriting 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

HENNESSY CAPITAL INVESTMENT CORP. VI and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of ______, 2021
Warrant 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 AGREEMENT
Investment 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 AGREEMENT
Indemnification & Liability • 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”).

SUBSCRIPTION AGREEMENT
Subscription 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 AGREEMENT
Warrant Purchase Agreement • March 24th, 2021 • Hennessy Capital Investment Corp. VI • Blank checks • New York

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [_____], 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”).

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
Warrants Purchase Agreement • 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”).

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • March 24th, 2021 • Hennessy Capital Investment Corp. VI • Blank checks • New York
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 warrant
Underwriting Agreement • March 24th, 2021 • Hennessy Capital Investment Corp. VI • Blank checks • New York
HENNESSY CAPITAL INVESTMENT CORP. VI and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of September 28, 2021
Warrant 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 ______, 2021
Warrant 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 INTEREST
Non-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”).

HENNESSY CAPITAL INVESTMENT CORP. VI
Administrative Support Agreement • October 1st, 2021 • Hennessy Capital Investment Corp. VI • 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”):

NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST
Non-Redemption Agreement and Assignment of Economic Interest • September 19th, 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 September [ ], 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”).

REGISTRATION RIGHTS AGREEMENT
Registration 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”).

SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreement • November 8th, 2024 • Hennessy Capital Investment Corp. VI • Blank checks • Delaware

This Separation Agreement and General Release (the “Agreement”) is entered into by and among Nicholas Petruska (“Executive”), and Hennessy Capital Investment Corp. VI (the “Company”) as of the date last shown next to the parties’ signatures below.

AMENDMENT TO NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST
Non-Redemption Agreement and Assignment of Economic Interest • August 14th, 2024 • Hennessy Capital Investment Corp. VI • Blank checks • New York

This AMENDMENT TO NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST, dated as of , 2024 (this “Amendment”), is made by and among Hennessy Capital Investment Corp. VI, a Delaware corporation (the “Company”), Hennessy Capital Partners VI LLC, a Delaware limited liability company, and the undersigned party listed under Investor on the signature page hereto (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 Non-Redemption Agreement (as defined below).

AMENDMENT NO. 2 TO SUBSCRIPTION AGREEMENT
Subscription Agreement • August 14th, 2024 • Hennessy Capital Investment Corp. VI • Blank checks • New York

This AMENDMENT NO. 2 TO SUBSCRIPTION AGREEMENT, dated as of , 2024 (this “Amendment No. 2”), is made by and among Hennessy Capital Investment Corp. VI, a Delaware corporation (the “Company”), Hennessy Capital Partners VI LLC, a Delaware limited liability company, and the undersigned party listed under Purchaser on the signature page hereto (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).

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NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST
Non-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 AGREEMENT
Investment 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 AGREEMENT
Subscription 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 AGREEMENT
Subscription 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 AGREEMENT
Subscription 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 AGREEMENT
Subscription 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 AGREEMENT
Subscription 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.”

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