Exhibit 4.1


 


HENNESSY CAPITAL INVESTMENT CORP. V


 


and


 


CONTINENTAL STOCK TRANSFER & TRUST COMPANY


 


WARRANT AGREEMENT


 


Dated as of January 14, 2021


 


THIS WARRANT AGREEMENT (this “Agreement”),
dated as of January 14, 2021 is by and between Hennessy Capital Investment Corp. V, a Delaware corporation (the “Company”),
and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).


 


WHEREAS, on January 14, 2021 the Company
entered into that certain Private Placement Warrants Purchase Agreement, with Hennessy Capital Partners V LLC, a Delaware limited
liability company (“Sponsor”), pursuant to which Sponsor will purchase an aggregate of up to 4,853,333 warrants
(including up to 420,000 warrants subject to the Over-allotment Option (as defined below)) simultaneously with the closing of the
Offering (and the closing of the Over-allotment Option) (as defined below), if applicable), bearing the legend set forth in Exhibit
B hereto (the “Private Placement Warrants”) at a purchase price of $1.50 per Private Placement Warrant;


 


WHEREAS, in January 2021, the Company and
the Sponsor entered into those certain subscription agreements (together, the “Anchor Subscription Agreements”)
with certain funds and accounts managed by subsidiaries of BlackRock, Inc. and D.E. Shaw Valence Portfolios, L.L.C. (together,
the “Anchor Investors”), pursuant to which the Anchor Investors agreed to purchase an aggregate of 1,900,000
Private Placement Warrants (or up to 2,080,000 Private Placement Warrants if the Over-Allotment is exercise in full) (the “Anchor
Private Placement Warrants”; together with the Sponsor Private Placement Warrants, the “Private Placement Warrants”)
at a purchase price of $1.50 per Private Placement Warrant;


 


WHEREAS, in order to
finance the Company’s transaction costs in connection with an intended Business Combination, the Sponsor or affiliates of
the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as the
Company may require, of which up to $1,500,000 may be convertible into up to an additional 1,000,000 Private Placement Warrants
of the post Business Combination entity at a price of $1.50 per warrant;


 


WHEREAS, the Company is engaged in an initial
public offering (the “Offering”) of units of the Company’s equity securities, each such unit comprised
of one share of Common Stock (as defined below) and one-fourth of one redeemable Public Warrant (as defined below) (the “Units”)
and, in connection therewith, has determined to issue and deliver up to 8,625,000 warrants (including up to 1,125,000 warrants
subject to the Over-allotment Option (as defined below)) to public investors in the Offering (the “Public Warrants”
and, together with the Private Placement Warrants, the “Warrants”). Each whole Warrant entitles the holder thereof
to purchase one share of Class A common stock of the Company, par value $0.0001 per share (“Common Stock”),
for $11.50 per whole share, subject to adjustment as described herein. Only whole warrants are exercisable. A holder of the Public
Warrants will not be able to exercise any fraction of a Warrant;


 


WHEREAS, the Company has filed with the
U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1, File No. 333-251609
and prospectus (the “Prospectus”), for the registration, under the Securities Act of 1933, as amended (the “Securities
Act”), of the Units, the Public Warrants and the shares of Common Stock included in the Units;


 


WHEREAS, the Company desires the Warrant
Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration,
transfer, exchange, redemption and exercise of the Warrants;


 






     


     


    

 





WHEREAS, the Company desires to provide
for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights,
limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and


 


WHEREAS, all acts and things have been done
and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf
of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution
and delivery of this Agreement.


 


NOW, THEREFORE, in consideration of the
mutual agreements herein contained, the parties hereto agree as follows:


 


1. Appointment of Warrant Agent.
The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts
such appointment and agrees to perform the same in accordance with the express terms and conditions set forth in this Agreement.


 


2. Warrants.


 


2.1 Form of Warrant.
Each Warrant shall initially be issued in registered form only. Warrants may be represented by one or more physical definitive
certificates or by book entry.


 


2.2 Effect of Countersignature.
If a physical definitive certificate is issued, unless and until countersigned by the Warrant Agent, either by manual or facsimile
signature, pursuant to this Agreement, a Warrant certificate shall be invalid and of no effect and may not be exercised by the
holder thereof.


 


2.3 Registration.


 


2.3.1 Warrant Register.
The Warrant Agent shall maintain books (the “Warrant Register”), for the registration of original issuance and
the registration of transfer of the Warrants. Upon the initial issuance of the Warrants in book-entry form, the Warrant Agent shall
issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance
with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one
or more book entry certificates deposited with the Depository and registered in the name of a nominee of the Depositary (as defined
below). Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be
effected through, records maintained by (i) the Depositary or its nominee for each book-entry certificate or (ii) institutions
that have accounts with The Depository Trust Company (the “Depositary”) (such institution, with respect to a
Warrant in its account, a “Participant”).


 


If the Depositary subsequently ceases to
make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making
other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary
to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary
to deliver to the Warrant Agent for cancellation each book-entry Public Warrant, and the Company shall instruct the Warrant Agent
to deliver to the Depositary definitive certificates in physical form evidencing such Warrants which shall be in the form annexed
hereto as Exhibit A.


 


The physical definitive certificates, if
issued, shall be signed by, or bear the facsimile signature of, the Chairman of the Board, Chief Executive Officer, Chief Financial
Officer, the President or the Secretary or other principal officer of the Company. In the event the person whose facsimile signature
has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such
Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.


 


2.3.2 Registered Holder.
Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the
person in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”) as the absolute
owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on any
physical definitive certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof,
and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 



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2.4 Detachability of Warrants.
The shares of Common Stock and Public Warrants comprising the Units shall begin separate trading on the 52nd day following the
date of the Prospectus or, if such 52nd day is not on a day other than a Saturday, Sunday or federal holiday on which banks in
New York City are generally open for normal business (a “Business Day”), then on the immediately succeeding
Business Day following such date, or earlier (the “Detachment Date”) with the consent of Citigroup Global Markets
Inc. and Barclays Capital Inc. but in no event shall the shares of Common Stock and the Public Warrants comprising the Units be
separately traded until (A) the Company has filed a current report on Form 8-K with the Commission containing an audited balance
sheet reflecting the receipt by the Company of the gross proceeds of the Offering, including the proceeds received by the Company
from the exercise by the underwriters of their right to purchase additional Units in the Offering (the “Over-allotment
Option”), if the Over-allotment Option is exercised prior to the filing of the Form 8-K, and a second or amended current
report on Form 8-K to provide updated financial information to reflect the exercise of the Underwriters’ Over-allotment option,
if the Over-allotment option is exercised following the initial filing of such current report on Form 8-K and (B) the Company issues
a press release and files with the Commission a Current Report on Form 8-K announcing when such separate trading shall begin.


 


2.5 Fractional Warrants.
The Company shall not issue fractional Warrants other than as part of the Units, each of which is comprised of one share of Common
Stock and one-fourth of one Public Warrant. If, upon the detachment of Public Warrants from the Units or otherwise, a holder of
Warrants would be entitled to receive a fractional Warrant, the Company shall round down to the nearest whole number the number
of Warrants to be issued to such holder.


 


2.6 Private Placement Warrants.
The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor,
the Anchor Investors or any of their Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised
on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until
thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and (iii) shall not
be redeemable by the Company (except as set forth in Section 6, below); provided, however, that
in the case of (ii), the Private Placement Warrants and any shares of Common Stock held by the Sponsor, the Anchor Investors or
any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants may be transferred by the
holders thereof:


 


(a)  to the Company’s officers
or directors, any affiliates or family members of any of the Company’s officers or directors, any members of the Sponsor,
the Anchor Investors, or any of their affiliates;


 


(b)  in the case of an individual, transfers
by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s
immediate family or an affiliate of such person, or to a charitable organization;


 


(c)  in the case of an individual, transfers
by virtue of laws of descent and distribution upon death of the individual;


 


(d)  in the case of an individual, transfers
pursuant to a qualified domestic relations order;


 


(e)  transfers by private sales or transfers
made in connection with the consummation of a Business Combination at prices no greater than the price at which the securities
were originally purchased;


 



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(f)   transfers in the event of
the Company’s liquidation prior to the completion of an initial Business Combination;


 


(g)  transfers by virtue of the laws
of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor;


 


(h)  in the event of the Company’s
completion of a liquidation, merger, stock exchange, reorganization or other similar transaction which results in all of the Company’s
public stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent
to the completion of the initial Business Combination; and


 


(i) to a nominee or custodian of a person
or entity to whom a disposition or transfer would be permissible under clauses (a) through (h) above; provided, however, that
in the case of clauses (a) through (e) and (i), these permitted transferees (the “Permitted Transferees”) must
enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.


 


3. Terms and Exercise of Warrants.


 


3.1 Warrant Price. Each
Warrant shall entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase
from the Company the number of shares of Common Stock stated therein, at the price of $11.50 per share, subject to the adjustments
provided in Section 4 hereof and in the last sentence of this Section 3.1. The term “Warrant
Price” as used in this Agreement shall mean the price per share described in the prior sentence at which shares of Common
Stock may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any
time prior to the Expiration Date (as defined below) for a period of not less than twenty (20) Business Days, provided, that the
Company shall provide at least twenty (20) days prior written notice of such reduction to Registered Holders of the Warrants and,
provided further that any such reduction shall be identical among all of the Warrants.


 


3.2 Duration of Warrants.
A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of: (i)
the date that is thirty (30) days after the first date on which the Company completes a merger, share exchange, asset acquisition,
share purchase, reorganization or similar transaction, involving the Company and one or more businesses (a “Business Combination”),
and (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at 5:00 p.m., New
York City time on the earlier to occur of: (w) the date that is five (5) years after the date on which the Company completes its
initial Business Combination, (x) the liquidation of the Company in accordance with the Company’s certificate of incorporation,
as amended from time to time, if the Company fails to consummate a Business Combination, and (y) other than with respect to the
Private Placement Warrants, the Redemption Date (as defined below) as provided in Section 6.2 hereof (the “Expiration
Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction
of any applicable conditions, as set forth in subsection 3.3.2 below, with respect to an effective registration
statement. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private
Placement Warrant, except as set forth in Section 6 below) in the event of a redemption (as set forth in Section
6 hereof), each Warrant (other than a Private Placement Warrant in the event of a redemption, except as set forth in Section
6 below) not exercised on or before the Expiration Date shall become null and void, and all rights thereunder and all
rights in respect thereof under this Agreement shall cease at 5:00 p.m. New York City time on the Expiration Date. The Company
in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, that the
Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants,
and, provided further that any such extension shall be identical in duration among all the Warrants.


 



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3.3 Exercise of Warrants.


 


3.3.1 Payment. Subject
to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by surrendering
it at the office of the Warrant Agent or at the office of its successor as Warrant Agent, together with (i) an election to purchase
form, duly executed, electing to exercise such Warrant; and (ii) payment in full of the Warrant Price for each full share of Common
Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant,
the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:


 


(a)  in lawful money of the United States,
in good certified check or good bank draft payable to the order of the Warrant Agent or by wire;


 


(b) [reserved]


 


(c)  with respect to any Private Placement
Warrant, so long as such Private Placement Warrant is held by the Sponsor, the Anchor Investors or a Permitted Transferee, by surrendering
the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number
of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined
in this subsection 3.3.1(c), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection
3.3.1(c), the “Fair Market Value” shall mean the average closing price of the Common Stock for the ten (10)
trading days ending on the third trading day prior to the date on which notice of exercise of the Warrant is sent to the Warrant
Agent;


 


(d)   on a cashless basis, as provided
in Section 6.2 hereof with respect to a Make-Whole Exercise; or


 


(e)  on a cashless basis, as provided
in Section 7.4 hereof.


 


The Warrant Agent shall forward funds received for warrant exercises
in a given month by the 5th business day of the following month by wire transfer to an account designated by the Company.


 


3.3.2 Issuance of Shares
of Common Stock on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment
of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered Holder
of such Warrant a book-entry position or certificate, as applicable, for the number of full shares of Common Stock to which he,
she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have
been exercised in full, a new book-entry position or countersigned Warrant, as applicable, for the number of shares of Common Stock
as to which such Warrant shall not have been exercised. If fewer than all the Warrants evidenced by a book-entry Warrant are exercised,
a notation shall be made to the records maintained by the Depositary, its nominee to each book-entry Warrant, or a Participant,
as appropriate, evidencing the balance of the Warrants remaining after such exercise. Notwithstanding the foregoing, the Company
shall not be obligated to deliver any shares of Common Stock pursuant to the exercise of a Warrant and shall have no obligation
to settle such Warrant exercise unless (a) a registration statement under the Securities Act covering the issuance of the Common
Stock underlying the Public Warrants is then effective and (b) a prospectus relating thereto is current, subject to the Company’s
satisfying its obligations under Section 7.4. No Warrant shall be exercisable and the Company shall not be obligated
to issue shares of Common Stock upon exercise of a Warrant unless the shares of Common Stock issuable upon such Warrant exercise
have been registered, qualified or deemed to be exempt from registration or qualification under the securities laws of the state
of residence of the Registered Holder of the Warrants. In the event that the conditions in the two immediately preceding sentences
are not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant and such
Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall have
paid the full purchase price for the Unit solely for the shares of Common Stock underlying such Unit. Subject to Section
4.6 of this Agreement, a Registered Holder of Public Warrants may exercise its Public Warrants only for a whole number
of shares of Common Stock. In no event will the Company be required to net cash settle the Warrant exercise. The Company may require
holders of Public Warrants to settle the Warrant on a “cashless basis” pursuant to Subsection 3.3.1(b) and Section
7.4. If, by reason of any exercise of Warrants on a “cashless basis,” the holder of any Warrant would be entitled,
upon the exercise of such Warrant, to receive a fractional interest in a share of Common Stock, the Company shall round down to
the nearest whole number, the number of shares of Common Stock to be issued to such holder.


 



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3.3.3 Valid Issuance.
All shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly issued,
fully paid and non-assessable.


 


3.3.4 Date of Issuance.
Each person in whose name any book entry position or certificate, as applicable, for shares of Common Stock is issued shall for
all purposes be deemed to have become the holder of record of such shares of Common Stock on the date on which the Warrant, or
book entry position representing such Warrant, was surrendered and payment of the Warrant Price was made, irrespective of the date
of delivery of such certificate in the case of a certificated Warrant, except that, if the date of such surrender and payment is
a date when the share transfer books of the Company or book entry system of the Warrant Agent are closed, such person shall be
deemed to have become the holder of such shares at the close of business on the next succeeding date on which the share transfer
books or book entry system are open.


 


3.3.5 Maximum Percentage.
A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained in this subsection
3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she
or it makes such election. If the election is made by a holder, the Warrant Agent shall not affect the exercise of the holder’s
Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise,
such person (together with such person’s affiliates) to the Warrant Agent’s actual knowledge, would beneficially own
in excess of 4.9% or 9.8% (or such other amount as a holder may specify) (the “Maximum Percentage”) of the shares
of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate
number of shares of Common Stock beneficially owned by such person and its affiliates shall include the number of shares of Common
Stock issuable upon exercise of the Warrant with respect to which the determination of such sentence is being made, but shall exclude
shares of Common Stock that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially
owned by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted portion of any other securities
of the Company beneficially owned by such person and its affiliates (including, without limitation, any convertible notes or convertible
preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except
as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance
with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of
the Warrant, in determining the number of issued and outstanding Common Stock, the holder may rely on the number of issued and
outstanding Common Stock as reflected in (1) the Company’s most recent annual report on Form 10-K, quarterly report on Form
10-Q, current report on Form 8-K or other public filing with the Commission as the case may be, (2) a more recent public announcement
by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number of Common Stock issued and
outstanding. For any reason at any time, upon the written request of the holder of the Warrant, the Company shall, within two (2)
Business Days, confirm orally and in writing to such holder the number of shares of Common Stock then outstanding. In any case,
the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of equity
securities of the Company by the holder and its affiliates since the date as of which such number of outstanding shares of Common
Stock was reported. By written notice to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum
Percentage applicable to such holder to any other percentage specified in such notice; provided, however,
that any such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.


 



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4. Adjustments.


 


4.1 Stock Dividends.


 


4.1.1 Split-Ups.
If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding shares
of Common Stock is increased by a stock dividend payable in shares of Common Stock, or by a split-up of shares of Common Stock
or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of
Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding shares of
Common Stock. A rights offering to holders of shares of Common Stock entitling holders to purchase shares of Common Stock at a
price less than the “Fair Market Value” (as defined below) shall be deemed a stock dividend of a number of shares of
Common Stock equal to the product of (i) the number of shares of Common Stock actually sold in such rights offering (or issuable
under any other equity securities sold in such rights offering that are convertible into or exercisable for the shares of Common
Stock) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Common Stock paid in such rights offering divided
by (y) the Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible
into or exercisable for shares of Common Stock, in determining the price payable for shares of Common Stock, there shall be taken
into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and
(ii) “Fair Market Value” means the volume weighted average price of the Common Stock as reported during the
ten (10) trading day period ending on the trading day prior to the first date on which the shares of Common Stock trade on the
applicable exchange or in the applicable market, regular way, without the right to receive such rights.


 


4.1.2 Extraordinary Dividends.
If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash,
securities or other assets to the holders of the shares of Common Stock on account of such shares of Common Stock (or other shares
of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection
4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the
shares of Common Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the
holders of the shares of Common Stock in connection with a stockholder vote to amend the Company’s amended and restated certificate
of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the shares of Common Stock
included in the Units sold in the Offering if the Company does not complete the Business Combination within the period set forth
in the Company’s amended and restated certificate of incorporation or with respect to any other material provisions relating
to stockholders’ rights or pre-Business Combination activity, or (e) in connection with the redemption of shares of Common
Stock included in the Units sold in the Offering upon the failure of the Company to complete its initial Business Combination and
any subsequent distribution of its assets upon its liquidation (any such non-excluded event being referred to herein as an “Extraordinary
Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary
Dividend, by the amount of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other
assets paid on each share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2,
“Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis,
with the per share amounts of all other cash dividends and cash distributions paid on the shares of Common Stock during the 365-day
period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events
referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted
in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant) does not
exceed $0.50 (being 5% of the offering price of the Units in the Offering).


 


4.2 Aggregation of Shares.
If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of outstanding shares
of Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Common Stock
or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or
similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be decreased in proportion to such
decrease in outstanding shares of Common Stock.


 



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4.3 Adjustments in Warrant
Price.


 


4.3.1  Whenever the number
of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, the Warrant Price shall be adjusted (to the
nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall
be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and
(y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter.


 


4.3.2 If (i) the Company issues
additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for
capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue
price of less than $9.20 per share of Common Stock, (with such issue price or effective issue price to be determined in good faith
by the Board and in the case of any such issuance to the Company’s initial stockholders, their affiliates or the Anchor Investors,
without taking into account any founder shares or warrants held by such holder or affiliates, as applicable, or the Anchor Investors
prior to such issuance) (the “New Issuance Price”), (ii) the aggregate gross proceeds from such issuances represent
more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination
on the date of the consummation thereof (net of redemptions) and (iii) the volume weighted average trading price of the Common
Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial
Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted
(to the nearest cent) to be equal to 115% of the greater of the Market Value and the New Issuance Price and the Redemption Trigger
Price (as defined below) shall be adjusted to equal to 115% of the greater of the Market Value and the Newly Issued Price, the
$18.00 per share redemption trigger price described in Section 6.1 and Section 6.5 shall be adjusted
(to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share
redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market
Value and the Newly Issued Price.


 



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4.4 Replacement of Securities
upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other
than a change under Section 4.1 or Section 4.2 hereof or that solely affects the par value of such shares
of Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the
Company into another type of entity (other than a consolidation or merger in which the Company is the continuing corporation and
that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any
sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially
as an entirety in connection with which the Company is dissolved, the holders of the Warrants shall thereafter have the right to
purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common
Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the
kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization,
merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have
received if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative Issuance”
); provided, however, that (i) if the holders of the shares of Common Stock were entitled to exercise a
right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then
the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which each Warrant shall become
exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of the shares of
Common Stock in such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption
offer shall have been made to and accepted by the holders of the shares of Common Stock (other than a tender, exchange or redemption
offer made by the Company in connection with redemption rights held by stockholders of the Company as provided for in the Company’s
amended and restated certificate of incorporation or as a result of the repurchase of shares of Common Stock by the Company if
a proposed initial Business Combination is presented to the stockholders of the Company for approval) under circumstances in which,
upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of
Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate
or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of
any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the
Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Common Stock, the holder of a Warrant shall be
entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder
would actually have been entitled as a stockholder if such Warrant holder had exercised the Warrant prior to the expiration of
such tender or exchange offer, accepted such offer and all of the shares of Common Stock held by such holder had been purchased
pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer)
as nearly equivalent as possible to the adjustments provided for in this Section 4; provided, further,
that if less than 70% of the consideration receivable by the holders of the shares of Common Stock in the applicable event is payable
in the form of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in
an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the
Registered Holder properly exercises the Warrant within thirty (30) days following the public disclosure of the consummation of
such applicable event by the Company pursuant to a Current Report on Form 8-K filed with the Commission, the Warrant Price shall
be reduced by an amount (in dollars) equal to the difference, if positive, of (i) the Warrant Price in effect prior to such reduction
minus (ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined below) (which
amount determined under this clause (ii) shall not be less than zero). The “Black-Scholes Warrant Value” means
the value of a Warrant immediately prior to the consummation of the applicable event based on the Black-Scholes Warrant Model for
a Capped American Call on Bloomberg Financial Markets (“Bloomberg”). For purposes of calculating such amount,
(1) Section 6 of this Agreement shall be taken into account, (2) the price of each share of Common Stock shall
be the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading
day prior to the effective date of the applicable event, (3) the assumed volatility shall be the 90 day volatility obtained from
the HVT function on Bloomberg determined as of the trading day immediately prior to the day of the announcement of the applicable
event, and (4) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal to the remaining
term of the Warrant. “Per Share Consideration” means (i) if the consideration paid to holders of the shares
of Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the
volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day
prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares
of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections
4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly
apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the
Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.


 



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4.5 Notices of Changes in
Warrant. Upon every adjustment of the Warrant Price or the number of shares of Common Stock issuable upon exercise of a Warrant,
the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such
adjustment and the increase or decrease, if any, in the number of shares of Common Stock purchasable at such price upon the exercise
of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based; provided, however,
that no adjustment to the number of shares of Common Stock issuable upon exercise of a Warrant shall be required until cumulative
adjustments amount to 1% or more of the number of shares of Common Stock issuable upon exercise of a Warrant as last adjusted; provided, further,
that any such adjustments that are not made are carried forward and taken into account in any subsequent adjustment. Notwithstanding
the foregoing, all such carried forward adjustments shall be made (i) in connection with any subsequent adjustment that (taken
together with such carried forward adjustments) would result in a change of at least 1% in the number of shares of Common Stock
issuable upon exercise of a Warrant and (ii) on the exercise date of any Warrant. Upon the occurrence of any event specified in Sections
4.1, 4.2, 4.3 or 4.4 in connection with which an adjustment is made to the Warrant
Price or the number of shares of Common Stock issuable upon exercise of a Warrant, the Company shall give written notice of the
occurrence of such event to each holder of a Warrant, at the last address set forth for such holder in the Warrant Register, of
the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality
or validity of such event.


 


4.6 No Fractional Shares.
Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue fractional shares of Common
Stock upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of
any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall,
upon such exercise, round down to the nearest whole number the number of shares of Common Stock to be issued to such holder.


 


4.7 Form of Warrant.
The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued after
such adjustment may state the same Warrant Price and the same number of shares of Common Stock as is stated in the Warrants initially
issued pursuant to this Agreement; provided, however, that the Company may at any time in its sole discretion
make any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and
any Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may
be in the form as so changed.


 


4.8 Other Events. In
case any event shall occur affecting the Company as to which none of the provisions of the preceding subsections of this Section
4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid an
adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case,
the Company shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national
standing, which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary
to effectuate the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary,
the terms of such adjustment; provided, however, that under no circumstances shall the Warrants be adjusted
pursuant to this Section 4.8(ii) as a result of any issuance of securities in connection with a Business Combination or (ii) solely
as a result of an adjustment to the conversion ratio of the Company’s Class B common stock, $0.0001 par value per share,
into Common Stock. The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended
in such opinion.


 


5. Transfer and Exchange of Warrants.


 


5.1 Registration of Transfer.
The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender
of such Warrant for transfer, in the case of certificated warrants, properly endorsed with signatures properly guaranteed and accompanied
by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants
shall be issued and the old Warrant shall be cancelled by the Warrant Agent. In the case of certificated warrants, the Warrants
so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request. 


 



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5.2 Procedure for Surrender
of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or transfer and
thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered Holder of
the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that
in the event that a Warrant surrendered for transfer bears a restrictive legend (as in the case of the Private Placement Warrants),
the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange thereof until the Warrant Agent has received
an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also
bear a restrictive legend.


 


5.3 Fractional Warrants.
The Warrant Agent shall not be required to effect any registration of transfer or exchange which shall result in the issuance of
a warrant certificate or book-entry position for a fraction of a Warrant, except as part of the Units.


 


5.4 Service Charges.
No service charge shall be made for any exchange or registration of transfer of Warrants.


 


5.5 Warrant Execution and
Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this
Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever
required by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.


 


5.6 Transfer of Warrants.
Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit in which such Warrant
is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore, each
transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants included in such Unit. Notwithstanding
the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer of Warrants on and after
the Detachment Date.


 


6. Redemption.


 


6.1 Redemption of Warrants
for Cash. Subject to Section 6.4 hereof, not less than all of the outstanding Warrants may be redeemed, at
the option of the Company, at any time while they are exercisable and prior to their expiration, at the office of the Warrant Agent,
upon notice to the Registered Holders of the Warrants, as described in Section 6.2 below, at the price of $0.01
per Warrant (the “Redemption Price”), provided that the closing price of the Common Stock reported has been
at least $18.00 per share (the “Redemption Trigger Price”; subject to adjustment in compliance with Section
4 hereof), on each of twenty (20) trading days, within the thirty (30) trading-day period ending on the third trading day prior
to the date on which notice of the redemption is given and provided that there is an effective registration statement covering
the shares of Common Stock issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout
the 30-day Redemption Period (as defined in Section 6.2 below).


 


6.2 Date Fixed for, and
Notice of, Redemption. In the event that the Company elects to redeem all of the Warrants pursuant to Section 6.1 or
Section 6.5, the Company shall fix a date for the redemption (the “Redemption Date”). Notice of redemption
shall be mailed by first class mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption Date
(such 30-day period, the “Redemption Period”) to the Registered Holders of the Warrants to be redeemed at their
last addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively
presumed to have been duly given whether or not the Registered Holder received such notice.


 


6.3 Exercise After Notice
of Redemption. The Warrants may be exercised, for cash (or on a “cashless basis” in accordance with subsection
3.3.1(b) of this Agreement) at any time after notice of redemption pursuant to Section 6.1 shall have
been given by the Company pursuant to Section 6.2 hereof and prior to the Redemption Date. In the event that the
Company determines to require all holders of Warrants to exercise their Warrants on a “cashless basis” pursuant to subsection
3.3.1, the notice of redemption shall contain the information necessary to calculate the number of shares of Common Stock to
be received upon exercise of the Warrants, including the “Fair Market Value” (as such term is defined in subsection
3.3.1(b) hereof) in such case. On and after the Redemption Date, the record holder of the Warrants shall have no further
rights except to receive, upon surrender of the Warrants, the Redemption Price.


 



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6.4 Exclusion of Private
Placement Warrants. The Company agrees that the redemption rights provided in Section 6.1 shall not apply
to the Private Placement Warrants if at the time of the redemption such Private Placement Warrants continue to be held by the Sponsor,
the Anchor Investors or their Permitted Transferees. However, once such Private Placement Warrants are transferred
(other than to Permitted Transferees under subsection 2.6), the Company may redeem the Private Placement Warrants,
provided that the criteria for redemption are met, including the opportunity of the holder of such Private Placement Warrants to
exercise the Private Placement Warrants prior to redemption pursuant to Section 6.1. Private Placement Warrants that
are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants and
shall become Public Warrants under this Agreement.


 


6.5. Redemption
of Warrants for $0.10. Subject to Section 6.4 hereof, not less than all of the outstanding Warrants may
be redeemed, at the option of the Company, at any time during the Exercise Period, at the office of the Warrant Agent, upon notice
to the Registered Holders of the Warrants, as described in Section 6.2 above, at a Redemption Price of $0.10 per
Warrant, provided that the Reference Value equals or exceeds $10.00 per share (subject to adjustment in compliance
with Section 4 hereof) and (ii) if the Reference Value is less than $18.00 per share (subject to adjustment in
compliance with Section 4 hereof), the Private Placement Warrants are also concurrently called for redemption on the
same terms as the outstanding Public Warrants. During the 30-day Redemption Period in connection with a redemption pursuant to
this Section 6.5, Registered Holders of the Warrants may elect to exercise their Warrants on a “cashless basis”
pursuant to subsection 3.3.1 and receive a number of shares of Common Stock determined by reference to the table
below, based on the Redemption Date (calculated for purposes of the table as the period to expiration of the Warrants) and the
“Redemption Fair Market Value” (as such term is defined in this Section 6.5) (a “Make-Whole Exercise”).
Solely for purposes of this Section 6.5, the “Redemption Fair Market Value” shall mean the volume
weighted average price of the Common Stock for the ten (10) trading days immediately following the date on which notice of redemption
pursuant to this Section 6.5 is sent to the Registered Holders. In connection with any redemption pursuant to
this Section 6.5, the Company shall provide the Registered Holders with the Redemption Fair Market Value no later than
one (1) Business Day after the ten (10) trading day period described above ends.


 





	Redemption Date	​	​	Fair Market Value of Class A Common Stock
	(period to expiration of warrants)	​	​	<10.00	​	​	11.00	​	​	12.00	​	​	13.00	​	​	14.00	​	​	15.00	​	​	16.00	​	​	17.00	​	​	>18.00
	60 months	​	​	0.261	​	​	0.281	​	​	0.297	​	​	0.311	​	​	0.324	​	​	0.337	​	​	0.348	​	​	0.358	​	​	0.361
	57 months	​	​	0.257	​	​	0.277	​	​	0.294	​	​	0.310	​	​	0.324	​	​	0.337	​	​	0.348	​	​	0.358	​	​	0.361
	54 months	​	​	0.252	​	​	0.272	​	​	0.291	​	​	0.307	​	​	0.322	​	​	0.335	​	​	0.347	​	​	0.357	​	​	0.361
	51 months	​	​	0.246	​	​	0.268	​	​	0.287	​	​	0.304	​	​	0.320	​	​	0.333	​	​	0.346	​	​	0.357	​	​	0.361
	48 months	​	​	0.241	​	​	0.263	​	​	0.283	​	​	0.301	​	​	0.317	​	​	0.332	​	​	0.344	​	​	0.356	​	​	0.361
	45 months	​	​	0.235	​	​	0.258	​	​	0.279	​	​	0.298	​	​	0.315	​	​	0.330	​	​	0.343	​	​	0.356	​	​	0.361
	42 months	​	​	0.228	​	​	0.252	​	​	0.274	​	​	0.294	​	​	0.312	​	​	0.328	​	​	0.342	​	​	0.355	​	​	0.361
	39 months	​	​	0.221	​	​	0.246	​	​	0.269	​	​	0.290	​	​	0.309	​	​	0.325	​	​	0.340	​	​	0.354	​	​	0.361
	36 months	​	​	0.213	​	​	0.239	​	​	0.263	​	​	0.285	​	​	0.305	​	​	0.323	​	​	0.339	​	​	0.353	​	​	0.361
	33 months	​	​	0.205	​	​	0.232	​	​	0.257	​	​	0.280	​	​	0.301	​	​	0.320	​	​	0.337	​	​	0.352	​	​	0.361
	30 months	​	​	0.196	​	​	0.224	​	​	0.250	​	​	0.274	​	​	0.297	​	​	0.316	​	​	0.335	​	​	0.351	​	​	0.361
	27 months	​	​	0.185	​	​	0.214	​	​	0.242	​	​	0.268	​	​	0.291	​	​	0.313	​	​	0.332	​	​	0.350	​	​	0.361
	24 months	​	​	0.173	​	​	0.204	​	​	0.233	​	​	0.260	​	​	0.285	​	​	0.308	​	​	0.329	​	​	0.348	​	​	0.361
	21 months	​	​	0.161	​	​	0.193	​	​	0.223	​	​	0.252	​	​	0.279	​	​	0.304	​	​	0.326	​	​	0.347	​	​	0.361
	18 months	​	​	0.146	​	​	0.179	​	​	0.211	​	​	0.242	​	​	0.271	​	​	0.298	​	​	0.322	​	​	0.345	​	​	0.361
	15 months	​	​	0.130	​	​	0.164	​	​	0.197	​	​	0.230	​	​	0.262	​	​	0.291	​	​	0.317	​	​	0.342	​	​	0.361
	12 months	​	​	0.111	​	​	0.146	​	​	0.181	​	​	0.216	​	​	0.250	​	​	0.282	​	​	0.312	​	​	0.339	​	​	0.361
	9 months	​	​	0.090	​	​	0.125	​	​	0.162	​	​	0.199	​	​	0.237	​	​	0.272	​	​	0.305	​	​	0.336	​	​	0.361
	6 months	​	​	0.065	​	​	0.099	​	​	0.137	​	​	0.178	​	​	0.219	​	​	0.259	​	​	0.296	​	​	0.331	​	​	0.361
	3 months	​	​	0.034	​	​	0.065	​	​	0.104	​	​	0.150	​	​	0.197	​	​	0.243	​	​	0.286	​	​	0.326	​	​	0.361
	0 months	​	​	—	​	​	—	​	​	0.042	​	​	0.115	​	​	0.179	​	​	0.233	​	​	0.281	​	​	0.323	​	​	0.361


 


The exact
Redemption Fair Market Value and Redemption Date may not be set forth in the table above, in which case, if the Redemption Fair
Market Value is between two values in the table or the Redemption Date is between two redemption dates in the table, the number
of shares of Common Stock to be issued for each Warrant exercised in a Make-Whole Exercise shall be determined by a straight-line
interpolation between the number of shares set forth for the higher and lower Redemption Fair Market Values and the earlier and
later redemption dates, as applicable, based on a 365- or 366-day year, as applicable.


 



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The share
prices set forth in the column headings of the table above shall be adjusted as of any date on which the number of shares issuable
upon exercise of a Warrant or the Exercise Price is adjusted pursuant to Section 4 hereof. If the number of shares
issuable upon exercise of a Warrant is adjusted pursuant to Section 4 hereof, the adjusted share prices in the column headings
shall equal the share prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the number
of shares deliverable upon exercise of a Warrant immediately prior to such adjustment and the denominator of which is the number
of shares deliverable upon exercise of a Warrant as so adjusted. The number of shares in the table above shall be adjusted in the
same manner and at the same time as the number of shares issuable upon exercise of a Warrant. If the Exercise Price of a warrant
is adjusted, (a) in the case of an adjustment pursuant to Section 4.3.2 hereof, the adjusted share prices in the column
headings shall equal the share prices immediately prior to such adjustment multiplied by a fraction, the numerator of which is
the higher of the Market Value and the Newly Issued Price and the denominator of which is $10.00 and (b) in the case of an
adjustment pursuant to Section 4.1.2 hereof, the adjusted share prices in the column headings shall equal the share prices
immediately prior to such adjustment less the decrease in the Exercise Price pursuant to such Exercise Price adjustment. In no
event shall the number of shares issued in connection with a Make-Whole Exercise exceed 0.361 shares of Common Stock per Warrant
(subject to adjustment)


 


7. Other Provisions Relating to
Rights of Holders of Warrants.


 


7.1 No Rights as Stockholder.
A Warrant does not entitle the Registered Holder thereof to any of the rights of a stockholder of the Company, including, without
limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to
receive notice as stockholders in respect of the meetings of stockholders or the election of directors of the Company or any other
matter.


 


7.2 Lost, Stolen, Mutilated,
or Destroyed Warrants. If any Warrant is lost, stolen, mutilated or destroyed, the Company and the Warrant Agent may on such
terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant, include
the surrender thereof), issue a new Warrant of like denomination, tenor and date as the Warrant so lost, stolen, mutilated or destroyed,
and countersigned by the Warrant Agent. Any such new Warrant shall constitute a substitute contractual obligation of the Company,
whether or not the allegedly lost, stolen, mutilated or destroyed Warrant shall be at any time enforceable by anyone. Warrant Agent
may, at its option, countersign replacement Warrants for mutilated certificates upon presentation thereof without such indemnity.


 


7.3 Reservation of Shares
of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued shares of
Common Stock that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.


 


7.4 Registration of Shares of Common
Stock; Cashless Exercise at Company’s Option.


 


7.4.1 Registration of
Shares of Common Stock. The Company agrees that as soon as practicable, but in no event later than fifteen (15) Business Days
after the closing of its initial Business Combination, it shall use its reasonable best efforts to file with the Commission a registration
statement for the registration, under the Securities Act of the shares of Common Stock issuable upon exercise of the Warrants.
The Company shall use its reasonable best efforts to cause the same to become effective and to maintain the effectiveness of such
registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the
provisions of this Agreement. If any such registration statement has not been declared effective by the 60th Business Day following
the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the 61st
Business Day after the closing of the Business Combination and ending upon such registration statement being declared effective
by the Commission, and during any other period when the Company shall fail to have maintained an effective registration statement
covering the shares of Common Stock issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,”
by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act (or any successor statute) or another exemption)
for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of
Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value” (as defined below) over the
Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 7.4.1, “Fair Market Value”
shall mean the average closing price of the Common Stock for the ten (10) trading days ending on the third trading day prior to
the date that notice of exercise is sent to the Warrant Agent from the holder of such Warrants or its securities broker or intermediary.
The date that notice of “cashless exercise” is received by the Warrant Agent shall be conclusively determined by the
Warrant Agent. In connection with the “cashless exercise” of a Public Warrant, the Company shall, upon request, provide
the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience)
stating that (i) the exercise of the Warrants on a “cashless basis” in accordance with this subsection 7.4.1 is
not required to be registered under the Securities Act and (ii) the shares of Common Stock issued upon such exercise shall be freely
tradable under United States federal securities laws by anyone who is not (and has not been during the preceding three months)
an affiliate (as such term is defined in Rule 144 under the Securities Act (or any successor rule)) of the Company and, accordingly,
shall not be required to bear a restrictive legend. Except as provided in subsection 7.4.2, for the avoidance of doubt,
unless and until all of the Warrants have been exercised or have expired, the Company shall continue to be obligated to comply
with its registration obligations under the first three sentences of this subsection 7.4.1.


 



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7.4.2 Cashless Exercise
at Company’s Option. If the shares of Common Stock are at the time of any exercise of a Warrant not listed on a national
securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities
Act (or any successor statute), the Company may, at its option, require holders of Public Warrants who exercise Public Warrants
to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or
any successor statute) as described in subsection 7.4.1 and (i) in the event the Company so elects, the Company
shall not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of
the shares of Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or
(ii) if the Company does not so elect, the Company agrees to use its reasonable best efforts to register or qualify for sale the
shares of Common Stock issuable upon exercise of the Public Warrant under the blue sky laws of the state of residence of the exercising
Public Warrant holder to the extent an exemption is not available.


 


8. Concerning the Warrant Agent
and Other Matters.


 


8.1 Payment of Taxes.
The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent
in respect of the issuance or delivery of shares of Common Stock upon the exercise of the Warrants, but the Company and the Warrant
Agent shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares of Common Stock.


 


8.2 Resignation, Consolidation,
or Merger of Warrant Agent.


 


8.2.1 Appointment of
Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the
office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing
a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of
ninety (90) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder
of a Warrant (who shall, with such notice, submit his Warrant for inspection by the Company), then the holder of any Warrant may
apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent
at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be authorized
under applicable laws to exercise the powers of a transfer agent and subject to supervision or examination by federal or state
authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties,
and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any
further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and
deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and
rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute,
acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor
Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.


 



    14


     


    




 


8.2.2 Notice of Successor
Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor
Warrant Agent and the Company’s transfer agent for the shares of Common Stock not later than the effective date of any such
appointment.


 


8.2.3 Merger or Consolidation
of Warrant Agent. Any entity into which the Warrant Agent may be merged or with which it may be consolidated or any entity
resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant Agent under
this Agreement without any further act.


 


8.3 Fees and Expenses of
Warrant Agent.


 


8.3.1 Remuneration.
The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and shall,
pursuant to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that the Warrant
Agent may reasonably incur in the execution of its duties hereunder.


 


8.3.2 Further Assurances.
The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered
all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying
out or performing of the provisions of this Agreement.


 


8.4 Liability of Warrant
Agent.


 


8.4.1 Reliance on Company
Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or desirable
that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or
matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and
established by a statement signed by the Chairman of the Board, Chief Executive Officer, Chief Financial Officer, the President
or the Secretary or other principal officer of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon
such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.


 


8.4.2 Indemnity.
The Warrant Agent shall be liable hereunder only for its own, or its representatives’, gross negligence, willful misconduct,
bad faith or material breach of this Agreement. The Company agrees to indemnify the Warrant Agent and save it harmless against
any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent
in the execution of this Agreement, except as a result of the Warrant Agent’s, or its representatives’, gross negligence,
willful misconduct, bad faith or material breach of this Agreement.


 



    15


     


    




 


8.4.3   Exclusions.
The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or
execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the
Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible
to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method,
or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall
it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of
Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, when issued,
be valid and fully paid and non-assessable.


 


8.5 Acceptance of Agency.
The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions
herein set forth and among other things, shall account promptly to the Company with respect to Warrants exercised and concurrently
account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of shares of Common Stock through
the exercise of the Warrants.


 


8.6 Waiver. The Warrant
Agent has no right of set-off or any other right, title, interest or claim of any kind (“Claim”) in, or to any
distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof,
by and between the Company and the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement,
payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent hereby waives any
and all Claims against the Trust Account and any and all rights to seek access to the Trust Account.


 


9. Miscellaneous Provisions.


 


9.1 Successors. All
the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to
the benefit of their respective successors and assigns.


 


9.2 Notices. Any notice,
statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or
on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private
courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in
writing by the Company with the Warrant Agent), as follows:


 


Hennessy Capital Investment Corp. V


3415 N. Pines Way, Suite 204


Wilson, Wyoming 83014


Attention: Daniel J. Hennessy


 


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


 


Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas

New York, NY 10105

Attention: Stuart Neuhauser, Esq.


 



    16


     


    

 


Any notice, statement or demand authorized by this Agreement
to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given when
so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after
deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company),
as follows:


  


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, NY 10004


Attention: Compliance Department


 


in each case, with copy to:


 


Davis Polk & Wardwell LLP


450 Lexington Avenue


New York, NY 10017


Attention: Derek J. Dostal, Esq.


 


9.3 Applicable
Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed
in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in
the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim
against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of
New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction,
which jurisdiction shall be exclusive forum for any such action, proceeding or claim. The Company hereby waives any objection to
such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions
of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim
for which the federal district courts of the United States of America are the sole and exclusive forum.


 


Any person or entity
purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum
provisions in this Section 9.3. If any action, the subject matter of which is within the scope the forum provisions
above, is filed in a court other than a court located within the State of New York or the United States District Court for the
Southern District of New York (a “foreign action”) in the name of any warrant holder, such warrant holder
shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of
New York or the United States District Court for the Southern District of New York in connection with any action brought in any
such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process
made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign
action as agent for such warrant holder.


 


9.4 Compliance
and Confidentiality. The Warrant Agent shall perform its duties under this Agreement in compliance with all applicable laws
and keep confidential all information relating to this Agreement and, except as required by applicable law, shall not use such
information for any purpose other than the performance of the Warrant Agent’s obligations under this Agreement.


 


9.5 Persons Having Rights
under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any person or corporation other
than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim under or by reason of this Agreement
or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and
agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and
assigns and of the Registered Holders of the Warrants.


 


9.6 Examination of the Warrant
Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent for inspection
by the Registered Holder of any Warrant. The Warrant Agent may require any such holder to submit such holder’s Warrant for
inspection by the Warrant Agent.


 



    17


     


    




 


9.7 Counterparts; Electronic
Signatures. This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts
shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
A signature to this Agreement transmitted electronically shall have the same authority, effect, and enforceability as an original
signature.


 


9.8 Effect of Headings.
The section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation
thereof.


 


9.9 Amendments. This
Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose of curing any ambiguity,
or curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with
respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties
deem shall not adversely affect the interest of the Registered Holders. All other modifications or amendments, including any modification
or amendment to increase the Warrant Price or shorten the Exercise Period shall require the vote or written consent of the Registered
Holders of at least a majority of the number of the then outstanding Public Warrants and, solely with respect to any amendment
to the terms of the Private Placement Warrants, at least a majority of the number of then outstanding Private Placement Warrants.
Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections
3.1 and 3.2, respectively, without the consent of the Registered Holders.


 


9.10  Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


Exhibit A   Form of Warrant Certificate


 


Exhibit B Legend — Private Placement Warrants


 




    18


     


    

 


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


  


	 	HENNESSY CAPITAL INVESTMENT CORP. V
	 	 
	 	By:	/s/ Daniel J. Hennessy
	 	 	Name: Daniel J. Hennessy
	 	 	Title: Chief Executive Officer
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 
	 	By:	/s/ Henry Farrell
	 	 	Name: Henry Farrell
	 	 	Title: Vice President


 


[SIGNATURE PAGE TO WARRANT AGREEMENT]


 







     


     


    

 


EXHIBIT A


 


Form of Warrant Certificate


 


[FACE]


 


Number


 


Warrants


 


THIS WARRANT SHALL BE NULL AND VOID IF
NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW


 


Hennessy Capital Investment Corp. V

Incorporated Under the Laws of the State of Delaware


 


CUSIP 42589T 115


 


Warrant Certificate


 


This Warrant Certificate certifies that , or registered
assigns, is the registered holder of warrant(s) evidenced hereby (the “Warrants” and each, a “Warrant”)
to purchase shares of Class A common stock, $0.0001 par value per share (“Common Stock”), of Hennessy Capital
Investment Corp. V, a Delaware corporation (the “Company”). Each whole Warrant entitles the holder, upon exercise
during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and
non-assessable shares of Common Stock as set forth below, at the exercise price (the “Warrant Price”) as determined
pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise” as provided for in the Warrant
Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Warrant Price at the office
or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined
terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


Each whole Warrant is initially exercisable
for one fully paid and non-assessable share of Common Stock. No fractional shares will be issued upon exercise of any Warrant.
If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in a share of Common Stock, the
Company will, upon exercise, round down to the nearest whole number of the number of shares of Common Stock to be issued to the
holder. The number of shares of Common Stock issuable upon exercise of the Warrants is subject to adjustment upon the occurrence
of certain events as set forth in the Warrant Agreement.


 




     


     


    

 


[Form of Warrant]


 


The initial Warrant Price per share of Common Stock for any
Warrant is equal to $11.50 per share. The Warrant Price is subject to adjustment upon the occurrence of certain events as set forth
in the Warrant Agreement.


 


Subject to the conditions set forth in the Warrant Agreement,
the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of such Exercise Period,
such Warrants shall become null and void. The Warrants may be redeemed, subject to certain conditions, as set forth in the Warrant
Agreement.


 


Reference is hereby made to the further provisions of this Warrant
Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully
set forth at this place.


 


This Warrant Certificate shall not be valid unless countersigned
by the Warrant Agent, as such term is used in the Warrant Agreement.


 


This Warrant Certificate shall be governed by and construed
in accordance with the internal laws of the State of New York.


 


	 	HENNESSY CAPITAL INVESTMENT CORP. V	 
	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY	 
	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


 


[Form of Warrant]


 




     


     


    

 


[Form of Warrant Certificate]


 


[Reverse]


 


The Warrants evidenced by this Warrant Certificate are part
of a duly authorized issue of Warrants entitling the holder on exercise to receive shares of Common Stock and are issued or to
be issued pursuant to a Warrant Agreement dated as of      , 2021 (the “Warrant Agreement”),
duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York corporation, as warrant
agent (or successor warrant agent) (collectively, the “Warrant Agent”), which Warrant Agreement is hereby incorporated
by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights,
obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders”
or “holder” meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy of the
Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this Warrant
Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


Warrants may be exercised at any time during the Exercise Period
set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them by surrendering
this Warrant Certificate, with the form of election to purchase set forth hereon properly completed and executed, together with
payment of the Warrant Price as specified in the Warrant Agreement (or through “cashless exercise” as provided for
in the Warrant Agreement) at the designated office of the Warrant Agent. In the event that upon any exercise of Warrants evidenced
hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there shall be issued
to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.


 


Notwithstanding anything else in this Warrant Certificate or
the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement covering the shares
of Common Stock to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder relating to the
shares of Common Stock is current, except through “cashless exercise” as provided for in the Warrant Agreement.


 


The Warrant Agreement provides that upon the occurrence of certain
events the number of shares of Common Stock issuable upon exercise of the Warrants set forth on the face hereof may, subject to
certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive a fractional interest
in a share of Common Stock, the Company shall, upon exercise, round down to the nearest whole number of shares of Common Stock
to be issued to the holder of the Warrant.


 


Warrant Certificates, when surrendered at the designated office
of the Warrant Agent by the Registered Holder thereof in person or by legal representative or attorney duly authorized in writing,
may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service
charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like number of Warrants.


 


Upon due presentation for registration of transfer of this Warrant
Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in
the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject
to the limitations provided in the Warrant Agreement, without charge except for any tax or other third-party charges imposed in
connection therewith.


 


The Company and the Warrant Agent may deem and treat the Registered
Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing
hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other
purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the Warrants nor
this Warrant Certificate entitles any holder hereof to any rights of a stockholder of the Company.


 




     


     


    

 


Election to Purchase


 


(To Be Executed Upon Exercise of Warrant)


 


The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to receive shares of Common Stock and herewith tenders payment for such shares of Common
Stock to the order of Hennessy Capital Investment Corp. V (the “Company”) in the amount of $__________ in accordance
with the terms hereof. The undersigned requests that a certificate for such shares of Common Stock be registered in the name of
_________, whose address is _______________________ and that such shares of Common Stock be delivered to _________ whose address
is _______________________. If said number of shares of Common Stock is less than all of the shares of Common Stock purchasable
hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares of Common
Stock be registered in the name of ____________, whose address is ________________, and that such Warrant Certificate be delivered
to __________, whose address is ___________________.


 


In the event that the Warrant has been called for redemption
by the Company pursuant to Section 6.1 of the Warrant Agreement and the Company has required cashless exercise
pursuant to Section 6.3 of the Warrant Agreement, the number of shares of Common Stock that this Warrant is exercisable
for shall be determined in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant
Agreement.


 


In the event that the Warrant has been
called for redemption by the Company pursuant to Section 6.5 of the Warrant Agreement and a holder thereof elects
to exercise its Warrant pursuant to a Make-Whole Exercise, the number of shares of Common Stock that this Warrant is exercisable
for shall be determined in accordance with subsection 3.3.1(c) or Section 6.5 of the Warrant
Agreement, as applicable.


 


In the event that the Warrant is a Private Placement Warrant
that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement,
the number of shares of Common Stock that this Warrant is exercisable for shall be determined in accordance with subsection
3.3.1(c) of the Warrant Agreement.


 


In the event that the Warrant is to be exercised on a “cashless”
basis pursuant to Section 7.4 of the Warrant Agreement, the number of shares of Common Stock that this Warrant
is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.


 


In the event that the Warrant may be exercised, to the extent
allowed by the Warrant Agreement, through cashless exercise (i) the number of shares of Common Stock that this Warrant is exercisable
for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise
and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented
by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive shares of Common Stock.
If said number of shares of Common Stock is less than all of the shares of Common Stock purchasable hereunder (after giving effect
to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares
of Common Stock be registered in the name of ________________, whose address is ___________, and that such Warrant Certificate
be delivered to ____________, whose address is ______________.


 


	Date:	(Signature)
	 	 
	 	(Address)


 


(Tax Identification Number)


 


Signature Guaranteed:


 


THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM, PURSUANT TO SEC RULE 17Ad-15 (OR ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT, OF 1934, AS AMENDED).


 




     


     


    

 


EXHIBIT B


 


LEGEND


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS
OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE
LETTER AGREEMENT BY AND AMONG HENNESSY CAPITAL INVESTMENT CORP. V (THE “COMPANY”), Hennessy
Capital Partners V LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR
TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION
(AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2
OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF COMMON
STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS
AGREEMENT TO BE EXECUTED BY THE COMPANY.