Exhibit 10.15


 


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 [______], 2021 between Hennessy Capital Investment Corp. VI, a Delaware corporation (the “Company”),
Hennessy Capital Partners VI LLC, a Delaware limited liability company (the “Sponsor”), and [the entities listed on
the signature page, severally and not jointly (each a “Purchaser” and together the “Purchasers”)
/ [____________________] (the “Purchaser”)].


 


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, where each Public Unit is currently contemplated to be 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 a portion 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 Purchasers 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 Purchasers 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 Purchasers 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; and


 






     


     


    

 


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, each Purchaser hereby irrevocably subscribes for and agrees to purchase from the Company, and the
Company agrees to issue and sell to the Purchaser, [the respective number of] Private Placement Warrants [indicated for such Purchaser
on the Purchasers’ signature page1
/ 266,667 Private Placement Warrants] at a purchase price of $1.50 per Private Placement Warrant (the “Initial Purchase Price”),
payable by each Purchaser to the Company (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. For purposes of this Agreement,
“Effective Date” means the anticipated date of the effectiveness of the Registration Statement.


 


(ii) On
the Business Combination Closing (as defined below), the Sponsor shall transfer and sell to each Purchaser [the respective number of Founder
Shares indicated for such Purchaser on the Purchasers’ signature page2
/ 150,000 Founder Shares] (the “Subscriber Founder Shares”). The purchase price for the Subscriber Founder Shares shall
be $0.006 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 the later of 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) Each
Purchaser acknowledges that the Subscribed Securities, and any securities of the Company that may be distributed to such Purchaser on
account of the Subscribed Securities (collectively, the “Securities”), will be subject to restrictions on transfer
as set forth in this Agreement.


 


(iv) If
the IPO Closing has not occurred by the date that is seven (7) Business Days after the date on which a Purchaser remitted the balance
of its Initial Purchase Price to the Company, then, unless such Purchaser otherwise agrees in writing, the Company will promptly return
such amounts to such Purchaser. If the IPO Closing has not occurred by September 30, 2021, this Agreement shall terminate and be of no
further force or effect.


 


(b) Closing
Conditions. Each Purchaser’s obligation to purchase the applicable Subscribed Securities and the Sponsor’s and the Company’s
obligation to sell the applicable Subscribed Securities to such Purchaser is conditioned upon satisfaction of the following conditions
precedent (any or all of which may be waived by the Company, the Sponsor and each Purchaser in its sole discretion with respect to the
other party’s 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 each 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 or the Business Combination Closing, as applicable, as
if made on the date of such closing (other than the representations and warranties set forth in Sections 4(b) and 4(h),
which shall be true and correct as of the IPO Closing).


 


 






1
Note to Draft: To sum to 266,667 Private Placement Warrants.


2
Note to Draft: To sum to 150,000 Founder Shares.



 






    2


     


    

 


(c) Delivery
of Securities. The Company shall register each Purchaser as the owner of the applicable Private Placement Warrants with the Company’s
warrant agent by book entry on the date of the IPO Closing. 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.”


 


(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, or if they are registered for resale under the Securities Act pursuant
to a shelf registration statement, then, at a Purchaser’s written request, the Company will use its best efforts to cause the Company’s
transfer agent to remove the legend set forth in Section 1(c), subject to compliance by such 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 date of the effectiveness of the Registration Statement, the Company will 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 Purchasers prior to the date hereof. The Purchasers shall be deemed permitted transferees of such rights pursuant to the
Registration Rights Agreement.


 


2. Potential
Forfeiture.


 


(a) If the
Purchasers do not collectively place a binding order for at least 9.9% of the Public Shares sold by the Company in the IPO (excluding
any shares issued upon the exercise of the underwriters’ over-allotment option), then each Purchaser shall automatically forfeit
its right to purchase any of the Subscriber Founder Shares and shall forfeit all right, title or interest in, the Subscriber Founder Shares.


 


(b) Except
as set forth in Section 2(a), the parties hereto hereby agree that the Subscriber Founder Shares shall not be subject to forfeitures,
surrenders, transfers, disposals, exchanges or earn-outs for any reason, including as part of negotiating a Business Combination.


 


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


 


(a) Organization
and Power. Such 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.


 






    3


     


    

 


(b) Authorization.
Such Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by such Purchaser,
will constitute the valid and legally binding obligation of such Purchaser, enforceable against such 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 such 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 such Purchaser of this Agreement and the consummation by such 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 such Purchaser’s ability to consummate
the transactions contemplated by this Agreement.


 


(e) Purchase
Entirely for Own Account. This Agreement is made with such Purchaser in reliance upon such Purchaser’s representation to the
Company and the Sponsor, which by such Purchaser’s execution of this Agreement, such Purchaser hereby confirms, that the Securities
to be acquired by such Purchaser will be acquired for investment for such 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 such
Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of law.
By executing this Agreement, such Purchaser further represents that such Purchaser does not presently have any contract, undertaking,
agreement or arrangement with any Person (other than the Company and the Sponsor) 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. Such 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. Such Purchaser understands that the offer and sale of the Securities to such 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 such Purchaser’s representations as expressed
herein. Such Purchaser understands that the Securities are “restricted securities” under applicable U.S. federal and state
securities laws and that, pursuant to these laws, such 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. Such Purchaser
acknowledges that the Company has no obligation to register or qualify the Securities except pursuant to the Registration Rights Agreement.
Such 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 such Purchaser’s control, and which the Company is under no obligation and may not be able to
satisfy. Such Purchaser acknowledges that the Company has filed with the SEC the Registration Statement for its proposed IPO. Such Purchaser
understands that the offering of Securities and the transactions contemplated hereunder are not and are not intended to be part of the
IPO, and that such 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.


 


(h) No
Public Market. Such 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.


 






    4


     


    

 


(i) High
Degree of Risk. Such Purchaser understands that the purchase of the applicable Subscribed Securities involves a high degree of risk
which could cause such Purchaser to lose all or part of its investment.


 


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


 


(k) No
General Solicitation. Neither such 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) Place
of Investment Decision. Such Purchaser’s investment decision was made in the office or offices located at the address of such
Purchaser set forth on the signature page hereof.


 


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


 


(n) 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 Purchasers nor any person acting on behalf of the Purchasers
nor any of the Purchasers’ affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any
other express or implied representation or warranty with respect to a 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 and the Sponsor in Section 5 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
or the Sponsor, any person on behalf of the Company or the Sponsor or any of the Company’s affiliates (including the Sponsor) (collectively,
the “Company Parties”) with respect to the transactions contemplated hereby[; provided that nothing in this Section
3(n) shall be deemed to waive any rights of a Purchaser Party under the Securities Act of 1933, as amended, or other federal securities
laws with respect to any Public Shares].


 


4. Representations,
Warranties and Covenants of the Company. The Company hereby represents, warrants and covenants to each
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
of the Company. 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, 5,750,000 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.


 






    5


     


    

 


(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 Purchasers. Assuming the accuracy of the representations
of the Purchasers 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 Purchasers, and will at all times prior to the consummation of the IPO promptly provide to the Purchasers,
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 Purchasers 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.


 






    6


     


    

 


(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.


 


(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 Purchasers 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 Section 5 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 Sponsor or 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 Purchasers 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 hereby 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.


 






    7


     


    

 


(c) Encumbrances.
The Subscriber Founder Shares to be sold to the Purchasers (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 Purchasers to personal liability upon its acquisition of such Subscriber Founder Shares by reason
of being a holder of such Subscriber Founder Shares.


 


(d) No
Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in Section
4 and this Section 5 and in any certificate or agreement delivered pursuant hereto, (i) 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 Sponsor or the offering of
Securities hereunder, and the Company Parties specifically disclaim any other representation or warranty and (ii) the Purchaser Parties
specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company Parties.
Except for the specific representations and warranties expressly made by the Purchasers 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.


 


6. Additional
Agreements and Acknowledgements of the Purchasers.


 


(a) Transfer
Restrictions. Each 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 of this Section 6(a) 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 such Purchaser’s affiliates, to any investment fund or other
entity controlled or managed by such Purchaser, or to any investment manager or investment advisor of such 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).


 






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(b) Trust
Account.


 


(i) Each
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. Each 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 in each case for redemption
and liquidation rights, if any, such Purchaser may have in respect of any Public Shares held by it.


 


(ii) Each
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, such Purchaser may have in respect of any Public
Shares held by it. In the event a Purchaser has any Claim against the Company under this Agreement, such 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
in each case or redemption and liquidation rights, if any, such Purchaser may have in respect of any Public Shares held by it.


 


(c) No
Short Sales. Each 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 Business Combination Closing. 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 each Purchaser in each instance,
use in advertising, publicity or otherwise the name of such Purchaser or any of its affiliates, or any director, officer or employee of
such Purchaser, nor any trade name, trademark, trade device, service mark, symbol or any abbreviation, contraction or simulation thereof
owned by such Purchaser or its affiliates or any information relating to the business or operations of such 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) each Purchaser’s name and information concerning such 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 such 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) such Purchaser’s name and the terms of this Agreement to the other Subscription Parties. The Company and the Sponsor agree
to provide to each Purchaser for such 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 such 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 such Purchaser or to the extent such 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.


 






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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. VI, 3415 N. Pines Way, Suite 204, Wilson, WY 83014, Attention: Daniel J. Hennessy, Email: dhennessy@hennessycapllc.com, Gregory
D. Ethridge, Email: gethridge@hennessycapllc.com and Nicholas A. Petruska, Email: npetruska@hennessycapllc.com, with a copy to Sidley
Austin LLP, One South Dearborn, Chicago, IL 60603, Attention: Michael P. Heinz, Email: mheinz@sidley.com and Dirk W. Andringa, Email:
dandringa@sidley.com. 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.


 


All communications to the Purchasers shall be sent
to the Purchasers’ 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. Each Purchaser agrees to indemnify and to hold harmless the Sponsor and 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 such Purchaser or any of its officers, employees or representatives
are responsible. The Company agrees to indemnify and hold harmless each 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 are 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.


 






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(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[; provided that prior to the IPO Closing, a Purchaser may
transfer or assign all or a portion of its rights or obligations under this Agreement to one or more affiliates (including other investment
funds or accounts managed or advised by an investment manager who acts on behalf of such Purchaser); provided, further, that, such transferee
or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement and makes the representations and
warranties in Section 3; provided, further, that no such assignment will relieve such Purchaser of its obligations hereunder if
any such assignee fails to perform such obligations].


 


(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.


 


(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,
the Sponsor and the Purchasers.


 


(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, the Sponsor and each 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.


 






    11


     


    

 


(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 [seek] 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, each 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 such 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. VI
	 	 	 
	 	By:	 
	 	 	Name:	 Daniel J. Hennessy
	 	 	Title:	 Chief Executive Officer
	 	 	 
	 	SPONSOR:
	 	 	 
	 	HENNESSY CAPITAL PARTNERS VI LLC
	 	 	 
	 	By:	 
	 	 	Name:	 Daniel J. Hennessy
	 	 	Title:	Managing Member of Hennessy Capital Group LLC, the managing member of Hennessy Capital Partners VI LLC


 









     


     


    

 


	 	SEVERALLY AND NOT JOINTLY
	 	 
	 	PURCHASERS:
	 	 
	 	By:	 
	 	Name:	 [______]
	 	Title:	 [______]
	 	 
	 	Purchasers’ Address for Notices: