Exhibit 10.5


 


PRIVATE PLACEMENT 


WARRANTS PURCHASE AGREEMENT


 


THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT,
dated as of September 28, 2021 (this “Agreement”), is entered into by and between Hennessy Capital Investment Corp.
VI, a Delaware corporation (the “Company”), and Hennessy Capital Partners VI LLC, a Delaware limited liability company
(the “Purchaser”).


 


WHEREAS, the Company intends to consummate an initial
public offering of the Company’s units (the “Public Offering”), each unit consisting of one share of the Company’s
Class A common stock, par value $0.0001 per share (a “Share”), and one-third of one redeemable warrant, each whole
warrant exercisable for one Share at an exercise price of $11.50 per Share, as set forth in the Company’s registration statement
on Form S-1, as amended, related to the Public Offering (the “Registration Statement”); and


 


WHEREAS, the Purchaser now wishes to purchase an
aggregate of 2,099,999 warrants (or 2,384,999 warrants if the underwriters’ over-allotment option is exercised in full) (the “Warrants”),
each Warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share.


 


NOW THEREFORE, in consideration of the mutual promises
contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties to this Agreement hereby, intending legally to be bound, agree as follows:


 


AGREEMENT


 


Section 1. Authorization, Purchase
and Sale; Terms of the Warrants.


 


A. Authorization of the Warrants.
The Company has duly authorized the issuance and sale of the Warrants to the Purchaser.


 


B. Purchase and Sale of the Warrants.


 


(i) As payment in full for the 2,099,999
Warrants being purchased under this Agreement, the Purchaser shall pay $3,149,998.50 (the “Purchase Price”), by wire
transfer of immediately available funds in accordance with the Company’s wiring instructions, at least one (1) business day
prior to the effective date of the Registration Statement, or on such other date as the Company and the Purchaser may agree.


 


(ii) In the event that the underwriters’
over-allotment option is exercised in full, the Purchaser shall purchase up to an additional 285,000 Warrants (the “Additional
Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such
purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business
day prior to the closing of all or any portion of the over-allotment option, or on such other date as the Company and the Purchaser may
agree, the Purchaser shall pay $1.50 per Additional Warrant, up to an aggregate amount of $427,500, by wire transfer of immediately
available funds in accordance with the Company’s wiring instructions.


 


(iii) The closing of the purchase
and sale of the Warrants shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”).
The closing of the purchase and sale of the Additional Warrants, if applicable, shall take place simultaneously with the closing of all
or any portion of the over-allotment option (such closing date, together with the Initial Closing Date, the “Closing Dates”
and each, a “Closing Date”). The closing of the purchase and sale of each of the Warrants and the Additional Warrants
shall take place at the offices of Sidley Austin LLP, 1 South Dearborn Street, Chicago, Illinois 60603, or such other place as may be
agreed upon by the parties hereto.


 






     


     


    

 


C. Terms of the Warrants.


 


(i) The Warrants shall have their
terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent, in connection with the Public Offering (a
“Warrant Agreement”).


 


(ii) At or prior to the time of the
Initial Closing Date, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights
Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Warrants and
the Shares underlying the Warrants.


 


 


Section 2. Representations
and Warranties of the Company. As a material inducement to the Purchaser to enter into this Agreement and purchase the Warrants, the
Company hereby represents and warrants to the Purchaser (which representations and warranties shall survive the Closing Dates) that:


 


A. Organization and Corporate
Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware
and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material
adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power
and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.


 


B. Authorization; No Breach.


 


(i) The execution, delivery and performance
of this Agreement and the Warrants have been duly authorized by the Company as of the Closing Dates. This Agreement constitutes a valid
and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant
to, the terms of the Warrant Agreement and this Agreement, the Warrants will constitute valid and binding obligations of the Company,
enforceable in accordance with their terms as of the Closing Dates.


 


(ii) The execution and delivery by
the Company of this Agreement and the Warrants, the issuance and sale of the Warrants, the issuance of the Shares upon exercise of the
Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of
the Closing Dates (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default
under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s capital stock or
assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by
or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the certificate of
incorporation or the bylaws of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated
Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment
or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.


 


C. Title to Securities. Upon
issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Shares issuable upon exercise of
the Warrants will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to,
the terms hereof and the Warrant Agreement, the Purchaser will have good title to the Warrants and the Shares issuable upon exercise of
such Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and
under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens,
claims or encumbrances imposed due to the actions of the Purchaser.


 


D. Governmental Consents.
No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required in connection
with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any other transactions
contemplated hereby.


 






    2


     


    

 


E. Regulation D Qualification.
Neither the Company nor, to its knowledge, any of its affiliates, officers, directors or beneficial stockholders of 20% or more of its
outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the
Securities Act of 1933, as amended (the “Securities Act”).


 


Section 3. Representations
and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Warrants
to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive
the Closing Dates) that:


 


A. Organization and Requisite
Authority. The Purchaser possesses all requisite power and authority necessary to carry out the transactions contemplated by this
Agreement.


 


B. Authorization; No Breach.


 


(i) This Agreement constitutes a valid
and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable
principles (whether considered in a proceeding in equity or law).


 


(ii) The execution and delivery by
the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as
of the Closing Dates conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of any agreement, instrument,
order, judgment or decree to which the Purchaser is subject.


 


C. Investment Representations.


 


(i) The Purchaser is acquiring the
Warrants and, upon exercise of the Warrants, the Shares issuable upon such exercise (collectively, the “Securities”),
for the Purchaser’s own account, for investment purposes only and not with a view towards, or for resale in connection with, any
public sale or distribution thereof.


 


(ii) The Purchaser is an “accredited
investor” as such term is defined in Rule 501(a)(3) of Regulation D under the Securities Act and the Purchaser has not
experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.


 


(iii) The Purchaser understands that
the Securities are being offered and will be sold to it in reliance on specific exemptions from the registration requirements of the United
States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance
with, the representations and warranties of the Purchaser set forth herein in order to determine the availability of such exemptions and
the eligibility of the Purchaser to acquire such Securities.


 


(iv) The Purchaser did not enter into
this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502(c) under the Securities
Act.


 


(v) The Purchaser has been furnished
with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the
Securities which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions of the executive
officers and directors of the Company. The Purchaser understands that its investment in the Securities involves a high degree of risk
and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect
to the acquisition of the Securities.


 


(vi) The Purchaser understands that
no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement
of the Securities or the fairness or suitability of the investment in the Securities by the Purchaser nor have such authorities passed
upon or endorsed the merits of the offering of the Securities.


 






    3


     


    

 


(vii) The Purchaser understands that:
(a) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not
be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold in reliance on
an exemption therefrom; and (b) except as specifically set forth in the Registration Rights Agreement, neither the Company nor any
other person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with
the terms and conditions of any exemption thereunder.


 


(viii) The Purchaser has such knowledge
and experience in financial and business matters, knowledge of the high degree of risk associated with investments in the securities of
companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Securities
and is able to bear the economic risk of an investment in the Securities in the amount contemplated hereunder for an indefinite period
of time. The Purchaser has adequate means of providing for its current financial needs and contingencies and will have no current or anticipated
future needs for liquidity which would be jeopardized by the investment in the Securities. The Purchaser can afford a complete loss of
its investments in the Securities.


 


Section 4. Conditions
of the Purchaser’s Obligations. The obligations of the Purchaser to purchase and pay for the Warrants are subject to the fulfillment,
on or before the Closing Dates, of each of the following conditions:


 


A. Representations and Warranties.
The representations and warranties of the Company contained in Section 2 shall be true and correct at and as of the Closing
Dates as though then made.


 


B. Performance. The Company
shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be
performed or complied with by it on or before the Closing Dates.


 


C. No Injunction. No litigation,
statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by
or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters
contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement or the Warrant Agreement.


 


D. Warrant Agreement. The
Company shall have entered into a Warrant Agreement with a warrant agent on terms satisfactory to the Purchaser (the “Warrant
Agreement”).


 


Section 5. Conditions
of the Company’s Obligations. The obligations of the Company to the Purchaser under this Agreement are subject to the fulfillment,
on or before the Closing Dates, of each of the following conditions:


 


A. Representations and Warranties.
The representations and warranties of the Purchaser contained in Section 3 shall be true and correct at and as of
the Closing Dates as though then made.


 


B. Performance. The Purchaser
shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be
performed or complied with by the Purchaser on or before the Closing Dates.


 


C. No Injunction. No litigation,
statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by
or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters
contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement or the Warrant Agreement.


 






    4


     


    

 


D. Warrant Agreement. The
Company shall have entered into the Warrant Agreement.


 


Section 6. Termination.
This Agreement may be terminated at any time after September 30, 2021 upon the election by either the Company or a Purchaser entitled
to purchase a majority of the Warrants upon written notice to the other parties if the closing of the Public Offering does not occur prior
to such date.


 


Section 7. Survival
of Representations and Warranties. All of the representations and warranties contained herein shall survive the Closing Dates.


 


Section 8. Definitions.
Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the Registration Statement.


 


Section 9.  Miscellaneous.


 


A. Successors and Assigns.
Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the
parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether so expressed or not. Notwithstanding
the foregoing or anything to the contrary herein, the parties may not assign this Agreement, other than assignments by the Purchaser to
affiliates thereof.


 


B. Severability. Whenever
possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but
if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only
to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.


 


C. Counterparts. This Agreement
may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than one party, but all
such counterparts taken together shall constitute one and the same agreement.


 


D. Descriptive Headings; Interpretation.
The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement.
The use of the word “including” in this Agreement shall be by way of example rather than by limitation.


 


E. Governing Law. This Agreement
and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the laws of New York applicable
to contracts wholly performed within the borders of such state, without giving effect to the conflict of law principles thereof. The parties
hereto irrevocably submit to the exclusive jurisdiction of any federal court sitting in the Southern District of New York or any state
court located in New York County, State of New York, over any suit, action or proceeding arising out of or relating to this Agreement.
To the fullest extent they may effectively do so under applicable law, the parties hereto irrevocably waive and agree not to assert, by
way of motion, as a defense or otherwise, any claim that they are not subject to the jurisdiction of any such court, any objection that
they may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim
that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.


 


F. Amendments. This letter
agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties
hereto.


 


[Signature page follows] 


 




    5


     


    

 


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


 


	 	COMPANY:
	 	 	 
	 	HENNESSY CAPITAL INVESTMENT CORP. VI
	 	 
	 	By:	/s/ Daniel
J. Hennessy
	 	 	Name:  	Daniel J. Hennessy
	 	 	Title:  	Chief Executive Officer


 


	 	HENNESSY CAPITAL PARTNERS VI LLC
	 	 	 
	 	By:	/s/ Daniel
J. Hennessy
	 	 	Name:  	Daniel J. Hennessy
	 	 	Title:  	Managing Member of Hennessy Capital Group LLC, the managing
member of Hennessy Capital Partners VI LLC


 


[Signature Page to Private Placement Warrants
Purchase Agreement]


 


6