AMENDMENT TO NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST

Exhibit 10.5

AMENDMENT

TO

NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST

This AMENDMENT TO NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST, dated as of     , 2024 (this “Amendment”), is made by and among Xxxxxxxx Capital Investment Corp. VI, a Delaware corporation (the “Company”), Xxxxxxxx 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).

RECITALS

WHEREAS, the Parties hereto previously entered into that certain non-redemption agreement and assignment of economic interest, dated as of                       (the “Non-Redemption Agreement”).

WHEREAS, to induce the Sponsor to enter into the Sponsor Letter Agreement (the “Sponsor Letter Agreement”) with the Company and the Target (as defined below), which is expected to be executed on or after the date hereof, to induce the Target to enter into the Business Combination Agreement (the “Business Combination Agreement”), which is to be executed on or after the date hereof, by and among the Company, and a business combination target (the “Target”) and certain merger subsidiaries, pursuant to Section 7.3 thereof, the Parties desire to amend the Non-Redemption Agreement as set forth herein; 

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the Parties hereto hereby agree as follows:

Section 1.01 In connection with the closing of the Initial Business Combination, the Investor hereby agrees to enter into the Registration Rights and Lock-Up Agreement, in the form to be included as Exhibit A to the Business Combination Agreement.

Section 1.02 Each reference to the “Assigned Securities” shall instead refer to “that number of Founder Shares (the “New Base Shares”) and the number of Sponsor Earnout Shares (such term as defined in the Sponsor Letter Agreement; it being understood that the Sponsor Earnout Shares would be subject to an eight-year earnout, 50% of the Sponsor Earnout Shares would vest upon a $12.50 per share price threshold, the other 50% of the Sponsor Earnout Shares would vest upon a $15.00 per share price threshold, and the Sponsor Earnout Shares would accelerate upon certain change of control events) to be issued pursuant to, and subject to the restrictions, vesting conditions and potential forfeiture under, the Sponsor Letter Agreement, as set forth adjacent to the Investor’s name under Exhibit A hereto.”

Section 1.03 Effect of Amendment. This Amendment shall form a part of the Non-Redemption Agreement for all purposes, and each party thereto and hereto shall be bound hereby. From and after the execution of this Amendment by the Parties, each reference in the Non-Redemption Agreement to “this Agreement,” “hereof,” “hereunder,” “herein,” “hereby” or words of like import referring to the Non-Redemption Agreement shall mean and be a reference to the Non-Redemption Agreement as amended by Amendment and as further amended by this Amendment. Notwithstanding the foregoing, references to the date of the Non-Redemption Agreement, “the date hereof” and “the date of this Agreement” shall in all instances continue to refer to                     .

Section 1.04 Full Force and Effect. Except as expressly amended hereby, the Non-Redemption Agreement shall remain in full force and effect.

Section 1.05 Counterparts. This Amendment may be executed and delivered (including by facsimile or electronic transmission, such as email or in .pdf format) in one or more counterparts (including electronically or digitally executed counterparts, such as DocuSign), and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery by email to counsel for the other parties of a counterpart executed by a party shall be deemed to meet the requirements of the previous sentence.

Section 1.06 Governing Law. This Amendment shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without giving effect to its choice of laws principles.

[Signature Pages Follow]

2

IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.

	XXXXXXXX CAPITAL INVESTMENT CORP. VI
	By:
	Name:	Xxxxxx X. Xxxxxxxx
	Title:	Chief Executive Officer

	XXXXXXXX CAPITAL PARTNERS VI LLC
	By:
	Name:	Xxxxxx X. Xxxxxxxx
	Title:	Managing Member of Xxxxxxxx Capital Group LLC, as a Manager of Hennessy
		Capital Partners VI LLC

Investor:

[Investor]

By:

Name:  

Title:

Exhibit A

Investor Number of New Base Shares Number of Sponsor Earnout Shares