Exhibit 10.7


 


THE SECURITIES DESCRIBED HEREIN HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THERE ARE FURTHER
RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES DESCRIBED HEREIN.


 


THE PURCHASE OF THE SECURITIES INVOLVES
A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK OF THE LOSS OF THEIR ENTIRE INVESTMENT.


 


SUBSCRIPTION AGREEMENT


 


This Subscription Agreement (this “Agreement”)
is entered into as of January 8, 2021 between Hennessy Capital Investment Corp. V, a Delaware corporation (the “Company”),
Hennessy Capital Partners V LLC, a Delaware limited liability company (the “Sponsor”) and D.E. Shaw Valence
Portfolios, L.L.C. (the “Purchaser”).


 


RECITALS


 


WHEREAS, the Company was incorporated for
the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar
business combination with one or more businesses (a “Business Combination”);


 


WHEREAS, the Company has filed with the
U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (the “Registration
Statement”) for its initial public offering (“IPO”) of units (the “Public Units”),
at a price of $10.00 per Public Unit, each Public Unit comprised of one share of the Company’s Class A common stock, par
value $0.0001 per share (“Class A Common Stock”, and the shares of Class A Common Stock included in the Public
Units, the “Public Shares”), and one-third of one redeemable warrant, where each whole warrant is initially
exercisable to purchase one share of Class A Common Stock at an exercise price of $11.50 per share, subject to adjustment (the
“Warrants”, and the Warrants included in the Public Units, the “Public Warrants”);


 


WHEREAS, proceeds from the IPO and the sale
of the Private Placement Warrants (as defined below) in an aggregate amount equal to the aggregate gross proceeds from the IPO
will be deposited into a trust account for the benefit of the holders of the Public Shares (the “Trust Account”),
as described in the Registration Statement;


 


WHEREAS, following the closing of the IPO
(the “IPO Closing”), the Company will seek to identify and consummate a Business Combination;


 


WHEREAS, in connection with the IPO, the
Sponsor and the Purchaser will purchase, in a private placement that will close simultaneously with the IPO Closing, warrants which
are identical to the Public Warrants except that they will be non-redeemable (in certain circumstances) and exercisable on a cashless
basis so long as they are held by the Sponsor, the Purchaser or their respective permitted transferees (the “Private Placement
Warrants”), for a purchase price of $1.50 per Private Placement Warrant;


  


WHEREAS, the parties wish to enter into
this Agreement, pursuant to which the Purchaser shall subscribe for and purchase (i) a portion of the total number of shares
of Class B common stock, par value $0.0001 per share, of the Company (“Class B Common Stock” and collectively
with the shares of Class A Common Stock, the “Common Stock”) at the closing of the Business Combination from
the Sponsor (“Founder Shares”) and (ii) Private Placement Warrants (together with the Founder Shares, the
“Subscribed Securities”) at the IPO Closing from the Company;


 


WHEREAS, the Company and the Sponsor intend
for the purchase of Founder Shares and Private Placement Warrants as set forth herein to be made pursuant to Section 4(a)(1) and
Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), respectively.


  



     


     


    

 


NOW, THEREFORE, in consideration of the
premises, representations, warranties and the mutual covenants contained in this Agreement, and for other good and valuable consideration,
the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:


 


1. Sale
and Purchase.


 


(a) Securities.


 


(i)  Subject
to the terms and conditions hereof, the Purchaser hereby irrevocably subscribes for and agrees to purchase from the Company, and
the Company agrees to issue and sell to the Purchaser, the number of Private Placement Warrants equal to fifteen percent (15%)
of the Private Placement Warrants to be sold by the Company in connection with the IPO, at a purchase price of $1.50 per warrant
(the “Initial Purchase Price”).


 


(ii)  On
the Business Combination Closing (as defined below), subject to Section 2(a), the Purchaser shall purchase from the Sponsor, and
the Sponsor shall transfer and sell to the Purchaser, the greater of: (A) 25% of the Initial Subscriber Founder Shares (the “Minimum
Share Amount”) and (B) the Initial Subscriber Founder Shares, less such number of shares subject to any Ownership Reduction
(as defined below) and any Change in Investment Reduction (as defined below). For purposes of this Agreement, the number of “Initial
Subscriber Founder Shares” shall be equal to eleven percent (11%) of all of the Founder Shares issued and outstanding upon
consummation of the IPO, subject to adjustment as described herein. The purchase price for the Initial Subscriber Founder Shares
shall be $0.00348 per share, and shall be paid by wire transfer of immediately available funds or other means approved by the Sponsor.
If the Business Combination Closing has not occurred by the date that is 24 months from the IPO Closing or any stockholder-approved
extension period, then no such purchases shall occur pursuant to this Section 1(a)(ii).


 


(iii) The
Purchaser acknowledges that the Subscribed Securities, and any securities of the Company that may be distributed to the Purchaser
on account of the Subscribed Securities (collectively, the “Securities”), will be subject to restrictions on
transfer as set forth in this Agreement.


  


(iv) The
Company shall notify the Purchaser in writing of the anticipated date of the effectiveness of the Registration Statement (the “Effective
Date”) at least three (3) Business Days (as defined below) prior to the Effective Date, and the Purchaser shall
remit the balance of the Initial Purchase Price for the Private Placement Warrants to the Company’s transfer agent (to be
held in escrow pending the IPO Closing), by wire transfer of immediately available funds or other means approved by the Company,
on the date that is one (1) Business Day prior to the Effective Date, or such other date as the Company and the Purchaser may agree
upon in writing; provided, however, that if the actual number of Public Units offered and sold in the IPO is less than 20,000,000
or greater than 60,000,000, then the Purchaser shall not be obligated to remit the Initial Purchase Price as set forth in Section
1(a)(i) and any of the Purchaser, the Company or the Sponsor may in its sole discretion terminate this Agreement which shall be
of no further force or effect. As used herein, “Business Day” means any day, other than a Saturday or a Sunday,
that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation
to close in the City of New York, New York. If the IPO Closing has not occurred by the date that is seven (7) Business Days
after the date on which the Purchaser remitted the balance of its Initial Purchase Price to the Company’s transfer agent,
then, unless the Purchaser otherwise agrees in writing, the Company will promptly cause its transfer agent to return such amounts
to the Purchaser. If the IPO Closing has not occurred by April 30, 2021, this Agreement shall terminate and be of no further force
or effect.


 



    2


     


    

 


(v) In
the event that the underwriters’ over-allotment option in connection with the IPO (the “Over-allotment Option”)
is exercised, the Purchaser agrees to purchase an additional number of Private Placement Warrants equal to fifteen percent (15%)
of the Private Placement Warrants to be sold by the Company in connection with the Over-allotment Option at a price of $1.50 per
warrant. The Company shall notify the Purchaser in writing of the anticipated date of each closing of the exercise of the Over-allotment
Option, if any (each, an “Over-allotment Closing”) at least three (3) Business Days prior to such Over-allotment
Closing, and the Purchaser shall pay the purchase price for the Private Placement Warrants to be purchased in connection with such
Over-allotment Closing by wire transfer of immediately available funds or other means approved by the Company on that date that
is one (1) Business Day prior to such Over-allotment Closing (to be held in escrow pending such Over-allotment Closing), or such
other date as the Company and the Purchaser may agree upon in writing. If the Over-allotment Closing has not occurred by the date
that is seven (7) Business Days after the date on which the Purchaser remitted the purchase price for the Private Placement
Warrants to be purchased in connection with such Over-allotment Closing, then, unless the Purchaser otherwise agrees in writing,
the Company will promptly cause its transfer agent to return such amounts to the Purchaser.


 


(vi)  On
the date of the IPO Closing, the Company shall issue to the Purchaser the number of Private Placement Warrants that it has purchased
pursuant to Section 1(a)(i). On the date of each Over-allotment Closing, if any, the Company shall issue to Purchaser the number
of Private Placement Warrants that it has purchased pursuant to Section 1(a)(v). On each of the IPO Closing, an Over-allotment
Closing and the Business Combination Closing, the Purchaser shall deliver to the Company a schedule setting forth the number of
Founder Shares and Private Placement Warrants, as applicable, to be purchased by the Purchaser at such closing.


 


(b) Closing
Conditions. The Purchaser’s obligation to purchase the Subscribed Securities and the Sponsor’s and the Company’s
obligation to sell the Subscribed Securities to the Purchaser is conditioned upon satisfaction of the following conditions precedent
(any or all of which may be waived by the Company, the Sponsor and the Purchaser in its sole discretion with respect to the other
parties’ conditions):


 


		(i)	On the IPO Closing or the Business Combination Closing, as applicable, no legal, administrative or regulatory action, suit
or proceeding shall be pending which seeks to restrain or prohibit the transactions contemplated by this Agreement; and



 


		(ii)	The representations and warranties of the Company, the Sponsor and the Purchaser, contained in this Agreement shall have been
true and correct on the date of this Agreement and shall be true and correct on the IPO Closing.



 


(c) Delivery
of Securities.


 


(i)  The
Company shall register the Purchaser as the owner of the Private Placement Warrants with the Company’s transfer agent by
book entry on or prior to the date of the IPO Closing (provided that prior to the Company’s appointment of a transfer agent
it shall register the Purchaser as the owner of such securities in the Company’s stock ledger upon issuance thereof).


 


(ii)  Each
register and book entry for the Securities shall contain a notation, and each certificate (if any) evidencing the Securities shall
be stamped or otherwise imprinted with a legend (in addition to any other required legends, as applicable), in substantially the
following form:


 


“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION,
AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS.


 


THE SALE, PLEDGE, HYPOTHECATION, OR TRANSFER OF THE
SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN SUBSCRIPTION AGREEMENT BY AND AMONG THE HOLDER
AND THE OTHER PARTIES THERETO. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.”


 



    3


     


    

 


(d)  Legend
Removal. Following the expiration of the transfer restrictions set forth in Section 6(a), if the Securities
are eligible to be sold without restriction under Rule 144 under the Securities Act of 1933, as amended (the “Securities
Act”), or if they are registered for resale under the Securities Act pursuant to a shelf registration statement, then
the Company will use its best efforts to cause the Company’s transfer agent to remove the legend set forth in Section 1(c)(ii),
subject to compliance by the Purchaser with the reasonable and customary procedures for such removal required by the Company or
its transfer agent. In connection therewith, if required by the Company’s transfer agent, the Company will promptly cause
an opinion of counsel to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates
and directions required by the transfer agent that authorize and direct the transfer agent to issue such Securities without any
such legend.


 


(e) Registration
Rights. On the Effective Date, the Company shall enter into a Registration Rights Agreement (the “Registration Rights
Agreement”) with the Sponsor and certain other parties thereto, in substantially the form provided to the Purchaser prior
to the date hereof.


 


2. Potential
Forfeiture. 


 


(a) If
the Purchaser does not purchase at least 9.9% of the Public Shares sold by the Company in the IPO, then the Purchaser shall automatically
forfeit its right to purchase any of the Initial Subscriber Founder Shares and shall forfeit all right, title or interest in, the
Initial Subscriber Founder Shares.


 


(b) If
either (A) the Purchaser does not beneficially own or hold, directly or indirectly, at least 9.9% of the Public Shares (the “Forfeiture
Threshold”) as of the date of the vote by the Company’s stockholders to approve the Business Combination or the
Business Day immediately prior to the closing of the Business Combination or (B) the Purchaser redeems all or a portion of its
Public Shares in connection with the Business Combination that results in the Purchaser owning less than the Forfeiture Threshold,
then the number of Initial Subscriber Founder Shares that the Purchaser may purchase pursuant to Section 1(a)(ii) shall be reduced
pro rata by a fraction, the numerator of which shall equal the Forfeiture Threshold less the number of Public Shares held by the
Purchaser after giving effect to any redemptions of the Public Shares by the Purchaser, and the denominator shall equal the Forfeiture
Threshold (the “Ownership Reduction”). By way of example and without limiting the foregoing, in the event the
Purchaser owns five percent (5%) of the Public Shares (after giving effect to any redemptions of their Public Shares), the Purchaser
shall forfeit 50% of its Initial Subscriber Founder Shares, in which case the Ownership Reduction shall equal 50% of the Initial
Subscriber Founder Shares. For the avoidance of doubt, no Ownership Reduction shall result in the Purchaser having to forfeit or
transfer any Private Placement Warrants.


 


(c) The
Purchaser agrees that if, prior to a Business Combination, the Sponsor’s managing members deem it necessary in order to facilitate
a Business Combination by the Company for the Sponsor to forfeit, transfer, exchange or amend the terms of all or any portion of
the Founder Shares and/or the Private Placement Warrants or to enter into any other arrangements with respect to the Founder Shares
and/or the Private Placement Warrants (including, without limitation, a transfer of the Sponsor’s membership interests representing
an interest in any of the foregoing) to facilitate the consummation of such Business Combination (each, a “Change in Investment”),
such Change in Investment shall apply pro rata to Purchaser (the “Change in Investment Reduction”) and the Sponsor
based on the relative number of Founder Shares and/or Private Placement Warrants held by each. By way of example and without limiting
the foregoing, in the event 50% of the Sponsor’s Founder Shares and/or Private Placement Warrants are forfeited or transferred
by the Sponsor as part of such Business Combination, the Purchaser shall forfeit or transfer 50% of its Initial Subscriber Founder
Shares and/or Private Placement Warrants on substantially the same terms and conditions as the Sponsor, in which case the Change
in Investment Reduction shall equal 50% of the Initial Subscriber Founder Shares.


 


(d) Solely
by way of example to illustrate the provisions of Section 2, in the event the Sponsor forfeited or transferred
50% of its Founder Shares and Private Placement Warrants to facilitate the consummation of a Business Combination, the Ownership
Reduction is 50% and the Change in Investment Reduction is 50%, then the percentage of the Initial Subscriber Founder Shares to
be purchased by the Purchaser shall be reduced 100% to zero; provided, however, that the Purchaser shall still have the right to
purchase the Minimum Share Amount. In addition, the Purchaser shall forfeit or transfer 50% of its Private Placement Warrants.


 






    4


     


    

 


3. Representations
and Warranties of the Purchaser.  The Purchaser represents and warrants to the Company as follows, as of the date hereof:


 


(a) Organization
and Power.  The Purchaser is duly organized, validly existing, and in good standing under the laws of the jurisdiction
of its formation and has all requisite power and authority to carry on its business as presently conducted and as proposed to be
conducted.


 


(b) Authorization. 
The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser,
will constitute the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with
its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and
any other laws of general application affecting enforcement of creditors’ rights generally or (ii) as limited by laws
relating to the availability of specific performance, injunctive relief or other equitable remedies.


 


(c) Governmental
Consents and Filings.  No consent, approval, order or authorization of, or registration, qualification, designation, declaration
or filing with, any federal, state or local governmental authority is required on the part of the Purchaser in connection
with the consummation of the transactions contemplated by this Agreement, except for filings pursuant to applicable securities
laws, rules or regulations.


 


(d) Compliance
with Other Instruments.  The execution, delivery and performance by the Purchaser of this Agreement and the consummation
by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) under
any provisions of its organizational documents, (ii) under any instrument, judgment, order, writ or decree to which it is
a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound,
(iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) under
any provision of federal or state statute, rule or regulation applicable to the Purchaser, in each case (other than clause
(i)), which would have a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by
this Agreement.


 


(e) Purchase
Entirely for Own Account.  This Agreement is made with the Purchaser in reliance upon the Purchaser’s representation
to the Company, which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that the Securities
to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent,
and not with a view to the resale or distribution of any part thereof in violation of any state or federal securities laws, and
that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same in violation
of law. By executing this Agreement, the Purchaser further represents that the Purchaser does not presently have any contract,
undertaking, agreement or arrangement with any Person (other than the Company) to sell, transfer or grant participations to such
Person or to any third Person, with respect to any of the Securities. For purposes of this Agreement, “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
any other entity or any government or any department or agency thereof.


 


(f) Disclosure
of Information.  The Purchaser has had an opportunity to discuss the Company’s business, management, financial affairs
and the terms and conditions of the offering of the Securities, as well as the terms of the Company’s proposed IPO, with
the Company’s management.


 


(g)  Restricted
Securities.  The Purchaser understands that the offer and sale of the Securities to the Purchaser has not been and will
not be registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities
Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s
representations as expressed herein. The Purchaser understands that the Securities are “restricted securities” under
applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Securities indefinitely
unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification
requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Securities
except pursuant to the Registration Rights Agreement.  The Purchaser further acknowledges that if an exemption from registration
or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner
of sale, the holding period for the Securities, and on requirements relating to the Company which are outside of the Purchaser’s
control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company
has confidentially submitted the Registration Statement for its proposed IPO. The Purchaser understands that the offering of Securities
and transactions contemplated hereunder are not and are not intended to be part of the IPO, and that the Purchaser will not be
able to rely on the protection of Section 11 of the Securities Act with respect to its purchase of Securities hereunder.


 






    5


     


    

 


(h) No
Public Market.  The Purchaser understands that no public market now exists for the Securities, and that the Company has
not made any assurances that a public market will ever exist for the Securities.


 


(i)  High
Degree of Risk.  The Purchaser understands that the purchase of the Private Placement Warrants involves a high degree
of risk which could cause the Purchaser to lose all or part of its investment.


 


(j) Accredited
Investor.  The Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under
the Securities Act.


 


(k) No
General Solicitation.  Neither the Purchaser, nor any of its officers, directors, employees, agents, stockholders or partners
has either directly or indirectly, including, through a broker or finder (i) to its knowledge, engaged in any general solicitation,
or (ii) published any advertisement in connection with the offer and sale of the Securities.


 


(l)        Adequacy
of Financing. The Purchaser will, when such funds are due hereunder, have sufficient funds to satisfy its obligations
under this Agreement.


 


(m) No
Other Representations and Warranties; Non-Reliance.  Except for the specific representations and warranties contained
in this Section 3 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor
any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”)
has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser
and this offering, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations
and warranties expressly made by the Company in Section 4 of this Agreement and in any certificate or agreement
delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or
warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates
(collectively, the “Company Parties”) with respect to the transactions contemplated hereby.


 


4. Representations,
Warranties and Covenants of the Company. The Company represents, warrants and covenants to the Purchaser as follows:


 


(a) Organization
and Corporate Power.  The Company is incorporated and validly existing and in good standing as a corporation under the
laws of Delaware and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed
to be conducted.


 


(b) Capitalization.
The authorized share capital of the Company consists, as of the date hereof:


 


(i) 200,000,000 shares of Class A Common Stock, none of which
is issued and outstanding;


 


(ii) 20,000,000
shares of Class B Common Stock, 7,187,500 of which are issued and outstanding and held by the Sponsor and the other initial stockholders
of the Company. All of the outstanding shares of Class B Common Stock have been duly authorized, are fully paid and nonassessable
and were issued in compliance with all applicable federal and state securities laws.


 


(iii) 1,000,000
shares of preferred stock, none of which is issued and outstanding.


 






    6


     


    

 


(c) Authorization. 
All corporate action required to be taken by the Company’s Board of Directors and stockholders in order to authorize the
Company to enter into this Agreement, and to issue the Private Placement Warrants, has been taken on or prior to the date hereof.
All action on the part of the stockholders, directors and officers of the Company necessary for the execution and delivery of this
Agreement, the performance of all obligations of the Company under this Agreement, and the issuance and delivery of the Private
Placement Warrants has been taken on or prior to the date hereof. This Agreement, when executed and delivered by the Company, shall
constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms
except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws
of general application relating to or affecting the enforcement of creditors’ rights generally or (ii) as limited by
laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.


 


(d) Valid
Issuance of Private Placement Warrants.


 


(i)  The
Private Placement Warrants, when issued, sold and delivered in accordance with the terms and for the consideration set forth in
this Agreement, will be validly issued and fully paid, as applicable, and free of all preemptive or similar rights, taxes, liens,
encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified
under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser.
Assuming the accuracy of the representations of the Purchaser in this Agreement and subject to the filings described in Section 4(e) below,
the Private Placement Warrants will be issued in compliance with all applicable federal and state securities laws, rules and regulations.


 


(ii)  No
“bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification
Event”) is applicable to the Company or, to the Company’s knowledge, any Company Covered Person (as defined below),
except for a Disqualification Event as to which Rule 506(d)(2)(ii–iv) or (d)(3), is applicable. “Company Covered
Person” means, with respect to the Company as an “issuer” for purposes of Rule 506 promulgated under
the Securities Act, any Person listed in the first paragraph of Rule 506(d)(1).


 


(e) IPO.


 


(i) The
Company has provided to the Purchaser, and will at all times prior to the consummation of the IPO promptly provide to the Purchaser,
copies of all correspondence sent by the Company to, or received by the Company from, the SEC.


  


(ii) The
offers and sales of securities in the IPO will be made pursuant to an effective Registration Statement and otherwise in compliance
with the Securities Act and the rules and regulations promulgated thereunder and applicable state securities laws, rules and regulations.


 


(f) Governmental
Consents and Filings.  Assuming the accuracy of the representations made by the Purchaser in this Agreement, no consent,
approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state
or local governmental authority is required on the part of the Company in connection with the consummation of the transactions
contemplated by this Agreement, except for filings pursuant to Regulation D of the Securities Act and applicable state securities
laws, if any.


 


(g) Compliance
with Other Instruments.  The execution, delivery and performance of this Agreement and the consummation of the transactions
contemplated by this Agreement will not result in any violation or default (i) under any provisions of the certificate of
incorporation, bylaws or other governing documents of the Company, (ii) under any instrument, judgment, order, writ or decree
to which the Company is a party or by which it is bound, (iii) under any note, indenture or mortgage to which the Company
is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which the Company is a
party or by which it is bound or (v) under any provision of federal or state statute, rule or regulation applicable to
the Company, in each case (other than clause (i)) which would have a material adverse effect on the Company or its ability to consummate
the transactions contemplated by this Agreement.


 


(h) Operations.
As of the date hereof, the Company has not conducted, and prior to the IPO Closing the Company will not conduct, any operations
other than organizational activities and activities in connection with offerings of the Securities.


 






    7


     


    

 


(i) Foreign
Corrupt Practices. Neither the Company, nor any director, officer, agent, employee or other Person acting on behalf of the
Company has, in the course of its actions for, or on behalf of, the Company (i) used any corporate funds for any unlawful
contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect
unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in
violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful bribe,
rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.


 


(j)  Compliance
with Anti-Money Laundering Laws. The operations of the Company are and have been conducted at all times in compliance with
applicable financial recordkeeping and reporting requirements and all other applicable U.S. and non-U.S. anti-money laundering
laws and regulations, including, but not limited to, those of the Currency and Foreign Transactions Reporting Act of 1970, as amended,
the USA Patriot Act of 2001 and the applicable money laundering statutes of all applicable jurisdictions, the rules and regulations
thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency
(collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or
governmental agency, authority or body or any arbitrator involving the Company with respect to the Anti-Money Laundering Laws is
pending or, to the knowledge of the Company, threatened.


 


(k) Absence
of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government
agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company
or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as
such.


 


(l) No
General Solicitation.  Neither the Company, nor any of its officers, managers, employees, agents or members has either
directly or indirectly, including, through a broker or finder (i) engaged in any general solicitation or (ii) published
any advertisement in connection with the offer and sale of the Private Placement Warrants.


 


(m)  Non-Public
Information. The Company represents and warrants that none of the information conveyed to the Purchaser in connection with
the transactions contemplated by this Agreement will constitute material non-public information of the Company upon the effectiveness
of the Registration Statement.


 


(n)       No
Other Representations and Warranties; Non-Reliance.  Except for the specific representations and warranties contained
in this Section 4 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties
has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company
or the offering of Securities hereunder, and the Company Parties disclaim any such representation or warranty. Except for the specific
representations and warranties expressly made by the Purchaser in Section 3 of this Agreement and in any
certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other
representations or warranties that may have been made by the Purchaser Parties.


 


5.
 Representations,
Warranties and Covenants of the Sponsor. The Sponsor represents, warrants and covenants as follows:


 


(a) Organization
and Power. The Sponsor is duly organized, validly existing, and in good standing under the laws of its jurisdiction of its
formation and has all requisite power and authority to carry on its business as presently conducted and as proposed to be conducted.


 


(b) Authorization.
The Sponsor has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Sponsor,
will constitute the valid and legally binding obligation of the Sponsor, enforceable against the Sponsor in accordance with its
terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other
laws of general application affecting enforcement of creditors’ rights generally or (ii) as limited by laws relating to the
availability of specific performance, injunctive relief or other equitable remedies.


 






    8


     


    

 


(c) Encumbrances.
The Initial Subscriber Founder Shares to be sold to the Purchaser (i) are owned by the Sponsor free and clear of any security interests,
liens, claims or other encumbrances, subject only to restrictions upon transfer under the Securities Act and any applicable state
securities laws and as described in the Registration Statement, (ii) are subject to certain transfer restrictions as set forth
in the Registration Statement, and (iii) will not subject the Purchaser to personal liability upon its acquisition of such Initial
Subscriber Founder Shares by reason of being a holder of such Initial Subscriber Founder Shares.


 


(d) No
Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this
Section 5 and in any certificate or agreement delivered pursuant hereto, none of the Sponsor Parties has made, makes or shall be
deemed to make any other express or implied representation or warranty with respect to the Sponsor or the offering of Securities
hereunder, and the Sponsor Parties disclaim any such representation or warranty. Except for the specific representations and warranties
expressly made by the Purchaser in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the
Sponsor Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made
by the Purchaser Parties.


 


6. Additional
Agreements and Acknowledgements of the Purchaser.


 


(a) Transfer
Restrictions.  The Purchaser agrees that it shall not Transfer (as defined below) (i) any Founder Shares (or any shares
of Common Stock issuable upon conversion of the Founder Shares) until the earlier of (A) one year after the closing of the
Business Combination (the “Business Combination Closing”) and (B) the date following the Business Combination
Closing on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction
that results in all of the Company’s stockholders having the right to exchange their Common Stock for cash, securities or
other property (such period, the “Lock-up Period”) or (ii) any Private Placement Warrants (or any shares of
Common Stock issuable upon exercise of the Private Placement Warrants) until 30 days after the Business Combination Closing. Notwithstanding
the foregoing, if subsequent to a Business Combination, the closing price of the Class A Common Stock equals or exceeds $12.00
per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any twenty (20)
trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) days after the Business
Combination Closing, the Founder Shares shall be released from the lockup referenced in this Section 6(a). Notwithstanding
the first sentence hereinabove, Transfers of the Securities are permitted (i) to any other person or entity that holds Common
Stock prior to the consummation of the IPO; (ii) to the Company’s officers, directors or employees; (iii) in the
case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (iv) in the case of an individual,
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 or such person, or to a charitable organization; (v) in the case of an individual, by virtue
of laws of descent and distribution upon death of the individual; (vi) in the case of an individual, pursuant to a qualified
domestic relations order; (vii) by pledges to secure obligations incurred in connection with purchases of the Company’s
securities; (viii) 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 applicable Securities were originally purchased; (ix) in the event of the Company’s
liquidation, bankruptcy or dissolution prior to the completion of a Business Combination; (x) to the Purchaser’s affiliates,
to any investment fund or other entity controlled or managed by the Purchaser, or to any investment manager or investment advisor
of the Purchaser or an affiliate of any such investment manager or investment advisor or to any investment fund or other entity
controlled or managed by such persons; (xi) to a nominee or custodian of a person or entity to whom a disposition or transfer
would be permissible under clauses (i) through (x) above; and (xii) pursuant to the provisions of Section 2
of this Agreement (each of the foregoing, a “Permitted Transferee”); provided, however, that in the case of
clauses (i) through (xi), these permitted transferees must enter into a written agreement agreeing to be bound by the terms
of this Agreement, including the forfeiture provisions of Section 2 and these transfer restrictions. As used in this
Agreement, “Transfer” shall mean the (x) sale or assignment of, offer to sell, contract or agreement to
sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly,
or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position
(within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities; (y) entry into
any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of
any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public
announcement of any intention to effect any transaction specified in clause (x) or (y); provided further, that this Section
6(a) shall not prohibit the Purchaser from effecting a Short Sale (as defined below) with securities that do not constitute “Securities”
under this Agreement.


 






    9


     


    

 


(b) Trust
Account.


 


(i)  The
Purchaser hereby acknowledges that it is aware that the Company will establish the Trust Account for the benefit of its public
stockholders upon the IPO Closing. The Purchaser hereby agrees that it has no right, title, interest or claim of any kind in or
to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except
for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.


 


(ii)  The
Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account
that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect
of any Public Shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser
shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any
monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public
Shares held by it.


 


(c) No
Short Sales. The Purchaser hereby agrees that neither it, nor any person or entity acting on its behalf, will engage in any
Short Sales with respect to securities of the Company prior to the closing of the Business Combination. For purposes of this Section
6(c), “Short Sales” shall include, without limitation, all “short sales” as defined in Rule 200 promulgated
under Regulation SHO under the Exchange Act, and all types of direct and indirect stock pledges (other than pledges in the ordinary
course of business as part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements
(including on a total return basis).


 


(d)
Use of Purchaser’s Name. Neither the Company nor the Sponsor will, without the written consent of the Purchaser in
each instance, use in advertising, publicity or otherwise the name of the Purchaser or any of its affiliates, or any director,
officer or employee of the Purchaser, nor any trade name, trademark, trade device, service mark, symbol or any abbreviation, contraction
or simulation thereof owned by the Purchaser or its affiliates or any information relating to the business or operations of the
Purchaser or its affiliates (including, for the avoidance of doubt, any investment vehicles, funds or accounts managed thereby).
Notwithstanding the foregoing, the Company may disclose (i) Purchaser’s name and information concerning the Purchaser
(A) to the extent required by law, regulation or regulatory request, including in the Registration Statement or (B) to
the Company’s lawyers, independent accountants and to other advisors and service providers who reasonably require Purchaser’s
information in connection with the provision of services to the Company, are advised of the confidential nature of such information
and are obligated to keep such information confidential, and (ii) Purchaser’s name and the terms of this Agreement to
the other Subscription Parties. The Company and the Sponsor agree to provide to the Purchaser for Purchaser’s review any
disclosure in any registration statement, proxy statement or other document in advance of the submission, filing or disclosure
of such document in connection with the transactions contemplated by this Agreement with respect to the Purchaser or any of its
affiliates, and will not make any such submission, filing or disclosure without including any revisions reasonably requested in
writing by the Purchaser or to the extent the Purchaser has a good faith objection to such submission, filing or disclosure.

 


(e)  Stock
Exchange Listing. The Company will use commercially reasonable efforts to effect and maintain the listing of the Class A Common
Stock and Warrants on The Nasdaq Capital Market (or another national securities exchange) until the third anniversary of the Business
Combination Closing.


 






    10


     


    

 


7. General
Provisions.


 


(a) Notices. 
All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively
given upon the earlier of actual receipt, or (i) personal delivery to the party to be notified, (ii) when sent, if sent
by electronic mail or facsimile (if any) during normal business hours of the recipient, and if not sent during normal business
hours, then on the recipient’s next Business Day, (iii) five (5) Business Days after having been sent by registered
or certified mail, return receipt requested, postage prepaid, or (iv) one (1) Business Day after deposit with a nationally
recognized overnight courier, freight prepaid, specifying next Business Day delivery, with written verification of receipt. All
communications sent to the Company shall be sent to: Hennessy Capital Investment Corp. V, 3415 N. Pines Way, Suite 204, Wilson,
Wyoming 83014, Attention: Daniel J. Hennessy, Email: dhennessy@hennessycapllc.com
and Nicholas A. Petruska, npetruska@hennessycapllc.com, with a copy to Ellenoff Grossman & Schole LLP, 1345 Avenue of
the Americas, 11th Floor, New York, NY 10105, Attention: Stuart Neuhauser, Email: sneuhauser@egsllp.com.


 


All communications to the Purchaser shall be sent to the Purchaser’s
mailing address or email address as set forth on the signature page hereto, or to such email address, facsimile number (if
any) or address as subsequently modified by written notice given in accordance with this Section 7(a).


 


(b) No
Finder’s Fees.  Each party represents that it neither is nor will be obligated for any finder’s fee or commission
in connection with this transaction. The Purchaser agrees to indemnify and to hold harmless the Company from any liability for
any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the
costs and expenses of defending against such liability or asserted liability) for which the Purchaser or any of its officers, employees
or representatives are responsible. The Company agrees to indemnify and hold harmless the Purchaser from any liability for any
commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs
and expenses of defending against such liability or asserted liability) for which the Company or any of its officers, employees
or representatives is responsible.


 


(c)  Survival
of Representations and Warranties.  All of the representations and warranties contained herein shall survive the consummation
of the transactions contemplated by this Agreement.


 


(d) Entire
Agreement.  This Agreement, together with any other documents, instruments and writings that are delivered pursuant hereto
or referenced herein, constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter
and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the
extent they relate in any way to the subject matter hereof or the transactions contemplated hereby.


  


(e)  Successors. 
All of the terms, agreements, covenants, representations, warranties, and conditions of this Agreement are binding upon, and inure
to the benefit of and are enforceable by, the parties hereto and their respective successors. Nothing in this Agreement, express
or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights,
remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.


 


(f)   Assignments. 
Except as otherwise specifically provided herein, no party hereto may assign either this Agreement or any of its rights, interests,
or obligations hereunder without the prior written approval of the other party.


 


(g)  Counterparts. 
This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together
will constitute one and the same instrument.


 


(h) Headings. 
The section headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or
interpretation of this Agreement.


 


(i) Governing
Law.  This Agreement, the entire relationship of the parties hereto, and any litigation between the parties (whether grounded
in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the
laws of the State of New York, without giving effect to its choice of laws principles. 


 



    11


     


    

 


(j) Jurisdiction. 
The parties hereby irrevocably and unconditionally (i) submit to the jurisdiction of the state courts of New York and the
United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising
out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based
upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York,
and (iii) waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding,
any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune
from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit,
action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.


 


(k) WAIVER
OF JURY TRIAL.  THE PARTIES HERETO HEREBY WAIVE ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION PURSUANT TO
THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.


 


(l)  Amendments. 
This Agreement may not be amended, modified or waived as to any particular provision, except with the prior written consent of
the Company and the Purchaser.


 


(m)        Severability. 
The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect
the validity or enforceability of the other provisions hereof; provided that if any provision of this Agreement, as applied to
any party hereto or to any circumstance, is adjudged by a governmental authority, arbitrator, or mediator not to be enforceable
in accordance with its terms, the parties hereto agree that the governmental authority, arbitrator, or mediator making such determination
will have the power to modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to delete
specific words or phrases, and in its reduced form, such provision will then be enforceable and will be enforced.


 


(n) Expenses. 
Each of the Company and the Purchaser will bear its own costs and expenses incurred in connection with the preparation, execution
and performance of this Agreement and the consummation of the transactions contemplated hereby, including all fees and expenses
of agents, representatives, financial advisors, legal counsel and accountants. The Company shall be responsible for the fees of
its transfer agent, stamp taxes and all of The Depository Trust Company’s fees associated with the issuance of the Securities
and the securities issuable upon conversion or exercise of the Securities.


 


(o) Construction. 
The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of
intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption
or burden of proof will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement.
Any reference to any federal, state, local, or foreign law will be deemed also to refer to law as amended and all rules and
regulations promulgated thereunder, unless the context requires otherwise. The words “include,” “includes,”
and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine,
and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the
plural and vice versa, unless the context otherwise requires. The words “this Agreement,” “herein,” “hereof,”
“hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular
subdivision unless expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein
will have independent significance. If any party hereto has breached any representation, warranty, or covenant contained herein
in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless
of the relative levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that
such party hereto is in breach of the first representation, warranty, or covenant.


 


(p) Waiver. 
No waiver by any party hereto of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional
or not, may be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder
or affect in any way any rights arising because of any prior or subsequent occurrence.


 


(q) Specific
Performance.  Each party hereto agrees that irreparable damage may occur in the event any provision of this Agreement
was not performed by the other party hereto in accordance with the terms hereof and that the such party shall be entitled to specific
performance of the terms hereof, in addition to any other remedy at law or equity.


 


(r) Confidentiality. 
Except as may be required by law, regulation or applicable stock exchange listing requirements (but subject in any case to the
provisions of Section 6(d) hereof), unless and until the transactions contemplated hereby and the terms hereof
are publicly announced or otherwise publicly disclosed by the Company, the parties hereto shall keep confidential and shall not
publicly disclose the existence or terms of this Agreement.  Notwithstanding the foregoing, the Purchaser shall be permitted
to disclose any information to its affiliates and its and their respective directors, officers, employees, advisors, director or
indirect owners, agents and representatives, in each case so long as such person or entity has been advised of the confidentiality
obligations hereunder; provided that the Purchaser shall be liable for any breach of such confidentiality obligations by any such
person or entity.


 


[Signature page follows]


 



    12


     


    

 


IN WITNESS WHEREOF, the undersigned
have executed this Agreement to be effective as of the date first set forth above.


 


	 	COMPANY:
	 	 
	 	HENNESSY CAPITAL INVESTMENT CORP. V
	 	 
	 	By: 	/s/ Daniel J. Hennessy
	 	Name:  	Daniel J. Hennessy
	 	Title: 	Chairman & CEO
	 	 
	 	SPONSOR:
	 	 
	 	HENNESSY CAPITAL PARTNERS V LLC
	 	 
	 	By: 	/s/ Daniel J. Hennessy
	 	Name: 	Daniel J. Hennessy
	 	Title: 	Managing Member of the Managing Member, Hennessy Capital LLC



 



    13


     


    

 


	 	PURCHASER:
	 	 
	 	D.E. SHAW VALENCE PORTFOLIOS, L.L.C.
	 	 
	 	By: 	/s/ Edwin Jager
	 	Name:  	Edwin Jager
	 	Title: 	Authorized Signatory 


 


	 	Purchaser’s Address for Notices:
	 	 
	 	1166 Avenue of the Americas, 9th Fl
	 	New York, NY, 10036


 



    14


     


    

 


Schedule 


 


 


	 	 	Number of
 Subscribed Securities	 	 	Initial Purchase Price	 
	Initial Subscriber Founder Shares	 	 	948,750	 	 	$	2,750.43	 
	Private Placement Warrants	 	 	1,040,000	 	 	$	1,560,000.00	 



 


Date of Closing:   January 20, 2021


 


At each of the IPO Closing, an Over-allotment
Closing and the Business Combination Closing, this schedule will be updated to reflect the number of Initial Founder Shares and
Private Placement Warrants to be purchased at such closing.


 


 


15