Exhibit 10.2


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management
Trust Agreement (this “Agreement”) is made effective as of January 14, 2021 by and between Hennessy Capital
Investment Corp. V, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust
Company, a New York corporation (the “Trustee”).


 


WHEREAS, the Company’s
registration statements on Form S-1, File Nos. 333-251609 and 333-252115 (collectively, the “Registration Statement”)
and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”),
each of which consists of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common
Stock”), and one-fourth of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one share
of Common Stock (such initial public offering hereinafter referred to as the “Offering”), has been declared
effective as of the date hereof by the U.S. Securities and Exchange Commission; and


 


WHEREAS, the Company
has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc.
and Barclays Capital Inc. (the “Representatives”); and


 


WHEREAS, as described
in the Prospectus, $300,000,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in
the Underwriting Agreement) (or $345,000,000 if the Representatives’ over-allotment option is exercised in full) will be
delivered to the Trustee to be deposited and held in a segregated trust account located at all times in the United States (the
“Trust Account”) for the benefit of the Company and the holders of the Common Stock included in the Units issued
in the Offering as hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently
earned thereon) is referred to herein as the “Property,” the stockholders for whose benefit the Trustee
shall hold the Property will be referred to as the “Public Stockholders,” and the Public Stockholders and the
Company will be referred to together as the “Beneficiaries”); and


 


WHEREAS, pursuant to
the Underwriting Agreement, a portion of the Property equal to $10,500,000, or $12,075,000 if the Representatives’ over-allotment
option is exercised in full, is attributable to deferred underwriting discounts and commissions that will be payable by the Company
to the Representatives upon and concurrently with the consummation of the Business Combination (as defined below) (the “Deferred
Discount”); and


 


WHEREAS, the Company
and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold
the Property.


 


NOW THEREFORE, IT
IS AGREED:


 


1. Agreements
and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a) Hold the Property
in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee in
the United States at JPMorgan Chase Bank N.A. (or at another U.S. – chartered commercial bank with consolidated assets
of $100 billion or more) and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;


 


(b) Manage, supervise
and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c) In a timely manner,
upon the written instruction of the Company, invest and reinvest the Property in solely United States government securities within
the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less,
or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated
under the Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury
obligations, as determined by the Company, it being understood that the Trustee has no obligation to monitor or question the Company’s
determination that an investment is in compliance with the foregoing clause; the Company shall not instruct the Trustee to invest
in any other securities or assets, it being understood that the Trust Account will earn no interest while account funds are uninvested
awaiting the Company’s instructions hereunder and the Trustee may earn bank credit or other consideration;


 






     


     


    

 


(d) Collect and receive,
when due, all interest or other income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 


(e) As soon as practicable
notify the Company and the Representatives of all communications received by the Trustee with respect to any Property requiring
action by the Company;


 


(f) Supply any necessary
information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s preparation
of the tax returns relating to assets held in the Trust Account;


 


(g) Participate in
any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by
the Company to do so;


 


(h) Render to the Company
monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements of
the Trust Account;


 


(i) Commence liquidation
of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from
the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A
or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, President, Chief Financial
Officer, Secretary or Chairman of the board of directors of the Company (the “Board”) or other authorized officer
of the Company and, in the case of Exhibit A, acknowledged and agreed to by the Representatives and complete the
liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on funds held in the
Trust Account (net of amounts withdrawn in accordance with this Agreement and less up to $100,000 of interest that may be released
to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to
therein, or (y) upon the date which is the later of (i) 24 months after the closing of the Offering and (ii) such
later date as may be approved by the Company’s stockholders in accordance with the Company’s amended and restated Certificate
of Incorporation, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account
shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and
the Property in the Trust Account, including interest earned on funds held in the Trust Account (net of amounts withdrawn in accordance
with this Agreement and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses) shall
be distributed to the Public Stockholders of record as of such date;


 


(j) Upon written request
from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C (a
“Tax Payment Withdrawal Instruction”), withdraw from the Trust Account and distribute to the Company the amount
of interest earned on the Property requested by the Company to cover any tax obligation owed by the Company as a result of assets
of the Company or interest or other income earned on the Property, which such payment the Company shall forward to the relevant
taxing authority; provided, however, that to the extent there is not sufficient cash in the Trust Account to
pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company
in writing to make such distribution, so long as there is no reduction in the principal amount initially deposited in the Trust
account; provided, further, that if the tax to be paid is a franchise tax, the written request by the Company
to make such distribution shall be accompanied by a copy of the franchise tax bill from the relevant taxing authority for the Company.
The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to said
funds, and the Trustee shall have no responsibility to look beyond said request;


 


(k) [Reserved];


 






    2


     


    

 


(l) Upon written request
from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D (a
“Stockholder Redemption Withdrawal Instruction”), the Trustee shall distribute to the Public Stockholders on
behalf of the Company the amount requested by the Company to be used to redeem shares of Common Stock from Public Stockholders
properly submitted in connection with a stockholder vote to approve an amendment to the Company’s amended and restated Certificate
of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares of Common
Stock if the Company has not consummated an initial Business Combination within such time as is described in the Company’s
amended and restated Certificate of Incorporation or with respect to any other material provisions relating to stockholders’
rights or pre-initial Business Combination activity. The written request of the Company referenced above shall constitute presumptive
evidence that the Company is entitled to distribute said funds, and the Trustee shall have no responsibility to look beyond said
request; and


 


 


(m) Not make any withdrawals
or distributions from the Trust Account other than pursuant to Section 1(i), (j) or (l) above.


 


2. Agreements
and Covenants of the Company. The Company hereby agrees and covenants to:


 


(a) Give all instructions
to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, President, Chief Executive Officer, Chief
Financial Officer or Secretary. In addition, except with respect to its duties under Sections 1(i), 1(j), 1(k) and 1(l) hereof,
the Trustee shall be entitled to rely on, and shall be protected in relying on, any such written instructions and, further, any
verbal or telephonic advice or instruction which it, in good faith and with reasonable care, believes to be given by any one of
the persons authorized above to give written instructions, provided that the Company shall promptly confirm such
instructions in writing;


 


(b) Subject to Section 4 hereof,
hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including reasonable counsel fees and
disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder and in connection with any
action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which
arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the
Property, except for expenses and losses resulting from the Trustee’s, or its representatives’, gross negligence, fraud
or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action,
suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it
shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The
Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided that the
Trustee shall obtain the consent of the Company with respect to the selection of counsel, which shall not be unreasonably withheld,
conditioned, or delayed; provided, further that the Company may conduct and manage the defense against
any Indemnified Claim if the Trustee does not promptly take reasonable steps to mount such a defense. The Trustee may not agree
to settle any Indemnified Claim without the prior written consent of the Company. The Company may participate in any such action
with its own counsel;


 


(c) Pay the Trustee
the fees set forth on Schedule A hereto, including an initial set-up fee, annual administration fee, and
transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood
that the Property shall not be used to pay such fees unless and until the property is distributed to the Company pursuant to Sections 1(i) hereof.
The Company shall pay the Trustee the initial set-up fee and the first annual administration fee at the consummation of the Offering.
The Trustee shall refund to the Company the annual administration fee (on a pro rata basis) with respect to any
period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee
except as set forth in this Section 2(c), Schedule A and as may be provided in Section 2(b) hereof;


 


(d) In connection with
any vote of the Company’s stockholders regarding a merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination involving the Company and one or more businesses (the “Business Combination”),
provide to the Trustee an affidavit or certificate of the inspector of elections for the stockholder meeting verifying the vote
of such stockholders regarding such Business Combination;


 


(e) Provide the Representatives
with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed
withdrawal from the Trust Account promptly after it issues the same;


 






    3


     


    

 


(f) Unless otherwise
agreed between the Company and the Representatives, ensure that any Instruction Letter delivered in connection with a Termination
Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the accounts
as directed by the Representatives prior to any transfer of the funds held in the Trust Account to the Company or any other person;


 


(g) Instruct the Trustee
to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any
distributions that are not permitted under this Agreement; and


 


(h) Within four (4) business
days after the Representatives exercise the over-allotment option (or any unexercised portion thereof) or such over-allotment expires,
provide the Trustee with a notice in writing of the total amount of the Deferred Discount, which shall in no event be less than
$10,500,000, or $12,075,000 if the underwriters’ overallotment option is exercised in full.


 


3. Limitations
of Liability. The Trustee shall have no responsibility or liability to:


 


(a) Perform any implied
duties or obligations, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement
and that which is expressly set forth herein;


 


(b) Take any action
with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to
any party except for liability arising out of the Trustee’s, or its representatives’, gross negligence, fraud, or willful
misconduct;


 


(c) Institute any proceeding
for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with
respect to, any of the Property unless and until it shall have received instructions from the Company given as provided herein
to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any reasonably incurred expenses incident
thereto;


 


(d) Change the
investment of any Property, other than in compliance with Section 1 hereof, and in no event shall the Trustee be liable
for the selection of investments or for investment losses incurred thereon or for losses incurred as a result of the liquidation
of any such investment prior to its maturity date or the failure of the Company to provide timely written investment instruction


 


(e) Refund any depreciation
in principal of any Property;


 


(f) Assume that the
authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise
in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(g) The other parties
hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith
and in the Trustee’s best judgment, except for the Trustee’s, or its representatives’, gross negligence, fraud,
or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate,
opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement,
instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions,
but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and
with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound
by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless
evidenced by a written instrument delivered to the Trustee, signed by the proper party or parties and, if the duties or rights
of the Trustee are affected, unless it shall give its prior written consent thereto;


 


(h) Verify the accuracy
of the information contained in the Registration Statement;


 






    4


     


    

 


(i) Provide any assurance
that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated by the Registration
Statement;


 


(j) File information
returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements
to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;


 


(k) Prepare, execute
and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating
to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited
to, franchise and income tax obligations, except pursuant to Section 1(j) hereof; or


 


(l) Verify calculations,
qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j)
and 1(l) hereof.


 


4. Trust Account
Waiver. The Trustee has 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. In the event the Trustee has any Claim against the Company under this Agreement, including,
without limitation, under Section 2(b) or Section 2(c) hereof, the Trustee 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.


 


5. Termination
and Replacement of Trustee. This Agreement shall terminate as follows:


 


(a) If the Trustee
gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts
to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time
that the Company notifies the Trustee that a successor trustee has been appointed and has agreed to become subject to the terms
of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited
to the transfer of copies of the reports and statements and any other reasonable transfer requests that the Company may make, whereupon
this Agreement shall terminate; provided, however, that in the event that the Company does not locate a
successor trustee within ninety (90) days of receipt of the resignation notice from the Trustee, the Trustee may submit an application
to have the Property deposited with any court in the State of New York or with the United States District Court for the Southern
District of New York and upon such deposit, the Trustee shall be immune from any liability whatsoever; or


 


(b) At such time that
the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions of Section 1(i) hereof
and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except
with respect to Section 2(b).


 


6. Miscellaneous.


 


(a) The Company and
the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds transferred
from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such security
procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons
may have obtained access to such confidential information, or of any change in its authorized personnel. In executing funds transfers,
the Trustee shall rely upon all information supplied to it by the Company, including, account names, account numbers, and all other
identifying information relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising
out of the Trustee’s, or its representatives’, gross negligence, fraud, or willful misconduct, the Trustee shall not
be liable for any loss, liability or expense resulting from any error in the information or transmission of the funds.


 


(b) This Agreement
shall be governed by and construed and enforced in accordance with 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. This Agreement
may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall
constitute but one instrument.


 






    5


     


    

 


(c) This Agreement
contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. This Agreement
or any provision hereof may only be changed, amended or modified (other than to correct a typographical error) by a writing signed
by each of the parties hereto.


 


(d) Sections 1(i) and
1(l) hereof may only be changed, amended or modified pursuant to Section 6(c) hereof with the Consent
of the Stockholders, it being the specific intention of the parties hereto that each of the Company’s stockholders is, and
shall be, a third party beneficiary of this Section 6(d) with the same right and power to enforce this Section 6(d) as
the other parties hereto. For purposes of this Section 6(d), the “Consent of the Stockholders”
means receipt by the Trustee of a certificate from the inspector of elections of the stockholder meeting certifying that either
(i) the Company’s stockholders of record as of a record date established in accordance with Section 213(a) of
the Delaware General Corporation Law, as amended (“DGCL”) (or any successor rule), who hold sixty-five percent
(65%) or more of all then outstanding shares of the Common Stock and Class B common stock, par value $0.0001 per share, of
the Company voting together as a single class, have voted in favor of such change, amendment or modification, or (ii) the
Company’s stockholders of record as of the record date who hold sixty-five percent (65%) or more of all then outstanding
shares of the Common Stock and Class B common stock, par value $0.0001 per share, of the Company voting together as a single
class, have delivered to such entity a signed writing approving such change, amendment or modification. No such amendment will
affect any Public Stockholder who has otherwise indicated his election to redeem his share of Common Stock in connection with a
stockholder vote sought to amend the Certificate of Incorporation. Except for any liability arising out of the Trustee’s,
or its representatives’, gross negligence, fraud, or willful misconduct, the Trustee may rely conclusively on the certification
from the inspector or elections referenced above and shall be relieved of all liability to any party for executing the proposed
amendment in reliance thereon.


 


(e) The parties hereto
consent to the jurisdiction and venue of any state or federal court located in the City of New York, County of New York,
State of New York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY
RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


 


(f) Any notice, consent
or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent
by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or by facsimile
transmission:


 


	 	if to the Trustee, to:
	 	 
	 	 	Continental Stock Transfer & Trust Company
	 	 	1 State Street, 30th Floor
	 	 	New York, NY 10004
	 	 	Attention: Compliance Department


 


	 	if to the Company, to:
	 	 
	 	 	Hennessy Capital Investment Corp. V
	 	 	3415 N. Pines Way, Suite 204
	 	 	Wilson, Wyoming 83014
	 	 	Attention: Daniel J. Hennessy
	 	 
	 	in each case, with copies to:
	 	 
	 	 	Ellenoff Grossman & Schole LLP
	 	 	1345 Avenue of the Americas
	 	 	New York, New York 10105
	 	 	Attn: Stuart Neuhauser, Esq.



 






    6


     


    

 


	 	and	 
	 	 	 
	 	 	Citigroup Global Markets Inc.
	 	 	c/o Citigroup Global Markets Inc.
	 	 	388 Greenwich Street
	 	 	New York, New York 10013
	 	 	Attention: General Counsel
	 	 	Fax: (646) 291-1469
	 	 	 
	 	and	 
	 	 	 
	 	 	Barclays Capital Inc.
	 	 	c/o Barclays Capital Inc.
	 	 	745 Seventh Avenue
	 	 	New York, New York 10019
	 	 	Attention: Syndicate Registration
	 	 	Fax: (212) 526-0015


 


	 	in each case, with copies to:
	 	 	 
	 	 	Davis Polk & Wardwell LLP
	 	 	450 Lexington Avenue
	 	 	New York, NY 10017
	 	 	Attn: Derek J. Dostal, Esq.


 


(g) Each of the Company and the Trustee
hereby represents that it has the full right and power and has been duly authorized to enter into this Agreement and to perform
its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or
proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account under
any circumstance.


 


(h) Each of the Company and the Trustee
hereby acknowledges and agrees that the Representatives are third party beneficiaries of this Agreement.


 


(i) The Trustee 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 Trustee’s
obligations under this Agreement.


 


(j) Except as specified herein, no party
to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity.


 


(k) This Agreement may be executed in one
or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute
one and the same Agreement. Only one counterpart signed by the party against whom enforceability is sought needs to be produced
to evidence the existence of this Agreement.


 


[Signature Page Follows]


 




    7


     


    

 


IN WITNESS WHEREOF, the parties have
duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	Continental Stock Transfer & Trust Company, as Trustee
	 	 	 
	 	By:	/s/ Francis Wolf
	 	 	Name: Francis Wolf
	 	 	Title: Vice President
	 	 
	 	Hennessy Capital Investment Corp. V
	 	 
	 	By:	/s/ Daniel J. Hennessy
	 	 	Name: Daniel J. Hennessy
	 	 	Title: Chief Executive Officer


 


[Signature Page
to Investment Management Trust Agreement]


 




     


     


    

 


SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial set-up fee.	 	Initial closing of Offering by wire transfer.	 	$	1,500.00	 
	Trustee administration fee	 	Payable annually. First year fee payable at initial closing of Offering by wire transfer; thereafter, payable by wire transfer or check.	 	$	8,000.00	 
	Transaction processing fee for disbursements to Company under Sections 1(i), 1(j), and 1(l)	 	 Billed to Company following disbursement made to Company under Section 1	 	$	250.00	 
	Paying Agent services as required pursuant to Section 1(i) and 1(l)	 	Billed to Company upon delivery of service pursuant to Section 1(i) and 1(l)	 	 	Prevailing rates	 



 




     


     


    

 


EXHIBIT A


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, NY 10004


Attention: Francis Wolf and Celeste Gonzales


 


		Re:	Trust
Account No. Termination Letter


 


Ladies and Gentlemen:


 


Pursuant to Section 1(i) of the
Investment Management Trust Agreement between Hennessy Capital Investment Corp. V (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of January 14, 2021 (the “Trust Agreement”),
this is to advise you that the Company has entered into an agreement with [insert name] (the “Target Business”)
to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date].
The Company shall notify you at least seventy-two (72) hours in advance of the actual date of the consummation of the Business
Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings
set forth in the Trust Agreement.


 


In accordance with the terms of the Trust
Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account, and to transfer the proceeds
into the trust operating account at JPMorgan Chase Bank N.A. to the effect that, on the Consummation Date, all of the funds held
in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the
Consummation Date (including as directed to it by the Representatives) (with respect to the Deferred Discount). It is acknowledged
and agreed that while the funds are on deposit in the trust operating account at JPMorgan Chase Bank N.A. awaiting distribution,
the Company will not earn any interest or dividends.


 


On the Consummation Date (i) counsel
for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated
concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and
(ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of the Chief Executive Officer of the Company,
which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held
and (b) a joint written instruction signed by the Company and the Representatives with respect to the transfer of the funds
held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemptions
rights and payment of amounts of the Deferred Discount to the underwriter from the Trust Account (the “Instruction Letter”).
You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification
and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in
the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the
same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the
Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed
expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. 


 


In the event that the Business Combination
is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original
Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds
held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day
immediately following the Consummation Date as set forth in such written instruction as soon thereafter as possible.


 




     


     


    

 


	 	Very truly yours,
	 	 
	 	Hennessy Capital Investment Corp. V
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	Acknowledged:
	 	 
	 	 	Citigroup Global Markets Inc.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	 	Barclays Capital Inc.
	 	 	 
	 	By:	            
	 	 	Name:
	 	 	Title:


 




     


     


    

 


EXHIBIT B


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, NY 10004


Attention: Francis Wolf and Celeste Gonzales


 


	 	Re:	Trust Account No.  Termination Letter


 


Ladies and Gentlemen:


 


Pursuant to Section 1(i) of the
Investment Management Trust Agreement between Hennessy Capital Investment Corp. V (the “Company”) and Continental Stock
Transfer & Trust Company (the “Trustee”), dated as of January 14, 2021 (the “Trust Agreement”),
this is to advise you that the Company has been unable to effect a Business Combination with a Target Business within the time
frame specified in the Company’s amended and restated Certificate of Incorporation, as described in the Company’s Prospectus
relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust
Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into
a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Stockholders. The Company has
selected [insert completion deadline] as the effective date for the purpose of determining when the Public Stockholders will be
entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity
as Paying Agent, agree to distribute said funds directly to the Public Stockholders in accordance with the terms of the Trust Agreement
and the amended and restated Certificate of Incorporation of the Company. Upon the distribution of all the funds, net of any payments
necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement
shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement.


 


	 	Very truly yours,
	 	 
	 	Hennessy Capital Investment Corp. V
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	cc:	Citigroup Global Markets Inc.	 
	 	Barclays Capital Inc.	 
	 	 	 
	 	 	 





 




     


     


    

 


EXHIBIT C


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, NY 10004


Attention: Francis Wolf and Celeste Gonzales


 


	 	Re:	Trust Account No.  Tax Payment Withdrawal Instruction


 


Ladies and Gentlemen:


 


Pursuant to Section 1(j) of the
Investment Management Trust Agreement between Hennessy Capital Investment Corp. V (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of January 14, 2021 (the “Trust Agreement”),
the Company hereby requests that you deliver to the Company $___________ of the interest income earned on the Property as of the
date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such funds [to pay for the
tax obligations as set forth on the attached tax return or tax statement]. In accordance with the terms of the Trust Agreement,
you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to
the Company’s operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	 	Very truly yours,
	 	 
	 	Hennessy Capital Investment Corp. V
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	cc:	Citigroup Global Markets Inc.	 
	 	Barclays Capital Inc.	 
	 	 	 
	 	 	 


 




     


     


    

 


EXHIBIT D


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, NY 10004


Attention: Francis Wolf and Celeste Gonzales


 


	 	Re:	Trust Account No.  Stockholder Redemption Withdrawal Instruction


 


Ladies and Gentlemen:


 


Pursuant to Section 1(l) of the
Investment Management Trust Agreement between Hennessy Capital Investment Corp. V (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of January 14, 2021 (the “Trust Agreement”),
the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $__________ of the principal and
interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries
for distribution to the Stockholders who have requested redemption of their shares. Capitalized terms used but not defined herein
shall have the meanings set forth in the Trust Agreement.


 


The Company needs such funds to pay its Public
Stockholders who have properly elected to have their shares of Common Stock redeemed by the Company in connection with a stockholder
vote to approve an amendment to the Company’s amended and restated Certificate of Incorporation. As such, you are hereby
directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter.


 


	 	Very truly yours,
	 	 
	 	Hennessy Capital Investment Corp. V
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	cc:	Citigroup Global Markets Inc.	 
	 	Barclays Capital Inc.