Hennessy Capital Acquisition Corp. V Wilson, Wyoming 83014Hennessy Capital Investment Corp. V • December 22nd, 2020 • Blank checks • New York
This agreement (the “Agreement”) is entered into on October 6, 2020 by and between Hennessy Capital Partners V LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Hennessy Capital Acquisition Corp. V, a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 7,187,500 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 937,500 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
Hennessy Capital Investment Corp. V Wilson, Wyoming 83014 (307) 201-1903Letter Agreement • January 11th, 2021 • Hennessy Capital Investment Corp. V • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Hennessy Capital Investment Corp. V, a Delaware corporation (the “Company”) and Citigroup Global Markets Inc. and Barclays Capital Inc. (collectively, the “Representatives”), relating to an underwritten initial public offering (the “Public Offering”), of 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised 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 (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 11th, 2021 • Hennessy Capital Investment Corp. V • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ______, 2021, is made and entered into by and among Hennessy Capital Investment Corp. V, a Delaware corporation (the “Company”), Hennessy Capital Partners V LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INDEMNITY AGREEMENTIndemnity Agreement • January 5th, 2021 • Hennessy Capital Investment Corp. V • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021 by and between Hennessy Capital Investment Corp. V, a Delaware corporation (the “Company”), and [NAME OF D&O] (“Indemnitee”).
25,000,000 Units1 Units, each consisting of one (1) share of Class A common stock, $0.0001 par value, and one-fourth of one redeemable warrantUnderwriting Agreement • January 11th, 2021 • Hennessy Capital Investment Corp. V • Blank checks • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 21st, 2021 • Hennessy Capital Investment Corp. V • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 14, 2021, is made and entered into by and among Hennessy Capital Investment Corp. V, a Delaware corporation (the “Company”), Hennessy Capital Partners V LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
SUBSCRIPTION AGREEMENTSubscription Agreement • January 21st, 2021 • Hennessy Capital Investment Corp. V • Blank checks • New York
This Subscription Agreement (this “Agreement”) is entered into as of January 5, 2021 between Hennessy Capital Investment Corp. V, a Delaware corporation (the “Company”), Hennessy Capital Partners V LLC, a Delaware limited liability company (the “Sponsor”) and [BlackRock Entity]1 (the “Purchaser”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement • January 21st, 2021 • Hennessy Capital Investment Corp. V • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January 14, 2021 (this “Agreement”), is entered into by and between Hennessy Capital Investment Corp. V, a Delaware corporation (the “Company”), and Hennessy Capital Partners V LLC, a Delaware limited liability company (the “Purchaser”).
Hennessy Capital Investment Corp. V Wilson, Wyoming 83014 (307) 201-1903Letter Agreement • January 21st, 2021 • Hennessy Capital Investment Corp. V • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Hennessy Capital Investment Corp. V, a Delaware corporation (the “Company”) and Citigroup Global Markets Inc. and Barclays Capital Inc. (collectively, the “Representatives”), relating to an underwritten initial public offering (the “Public Offering”), of 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised 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 (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the
HENNESSY CAPITAL INVESTMENT CORP. V and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of January 14, 2021Warrant Agreement • January 21st, 2021 • Hennessy Capital Investment Corp. V • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 14, 2021 is by and between Hennessy Capital Investment Corp. V, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 21st, 2021 • Hennessy Capital Investment Corp. V • Blank checks • New York
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”).
HENNESSY CAPITAL INVESTMENT CORP. VHennessy Capital Investment Corp. V • January 21st, 2021 • Blank checks • New York
This letter agreement by and between Hennessy Capital Investment Corp. V (the “Company”) and Hennessy Capital LLC (“Hennessy Capital”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
SUBSCRIPTION AGREEMENTSubscription Agreement • May 10th, 2021 • Hennessy Capital Investment Corp. V • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 7th day of May, 2021, by and among Hennessy Capital Investment Corp. V, a Delaware corporation (“HCIC”), Plus Inc., an exempted company incorporated with limited liability in the Cayman Islands (“PubCo”), and the undersigned investor (“Subscriber”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Transaction Agreement (as defined below).
SUBSCRIPTION AGREEMENTSubscription Agreement • January 11th, 2021 • Hennessy Capital Investment Corp. V • Blank checks • New York
This Subscription Agreement (this “Agreement”) is entered into as of January __, 2021 between Hennessy Capital Partners V LLC, a Delaware limited liability company (the “Sponsor”) and _________ (the “Purchaser”).
AMENDED & RESTATED MERGER AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG HENNESSY CAPITAL INVESTMENT CORP. V, PLUSAI CORP, PLUS INC., PRIME MERGER SUB I, INC., PRIME MERGER SUB II, INC., AND PLUS HOLDINGS LTD. DATED AS OF JUNE 19, 2021Merger Agreement and Plan of Reorganization • June 21st, 2021 • Hennessy Capital Investment Corp. V • Blank checks • Delaware
This AMENDED AND RESTATED MERGER AGREEMENT AND PLAN OF REORGANIZATION, dated as of June 19, 2021 (this “Agreement”), is made by and among Hennessy Capital Investment Corp. V, a Delaware corporation (“HCIC”), PlusAI Corp, an exempted company incorporated with limited liability in the Cayman Islands (the “Company”), Plus Inc., an exempted company incorporated with limited liability in the Cayman Islands (“PubCo”), Prime Merger Sub I, Inc., an exempted company incorporated with limited liability in the Cayman Islands and a direct, wholly-owned subsidiary of PubCo (“First Merger Sub”), Prime Merger Sub II, Inc., a Delaware corporation and wholly-owned subsidiary of PubCo (“Second Merger Sub”) and Plus Holdings Ltd. (“Plus Holdings”) an exempted company incorporated with limited liability in the Cayman Islands (each a “Party” and collectively, the “Parties”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • May 10th, 2021 • Hennessy Capital Investment Corp. V • Blank checks • Delaware
This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is entered into as of May 7, 2021, by and among PlusAI Corp, an exempted company incorporated with limited liability in the Cayman Islands (the “Company”), Plus Holdings Ltd., an exempted company incorporated with limited liability in the Cayman Islands (the “Plus Holdings”), Hennessy Capital Partners V LLC, a Delaware limited liability company (“Hennessy Capital Partners V”), and the other stockholders of HCIC (as defined below) set forth on Schedule I hereto (such individuals, together with Hennessy Capital Partners V, each a “Stockholder”, and collectively, the “Stockholders”). The Company, Plus Holdings and the Stockholders are sometimes referred to herein as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
SHAREHOLDER SUPPORT AGREEMENTShareholder Support Agreement • May 10th, 2021 • Hennessy Capital Investment Corp. V • Blank checks • Delaware
This Shareholder Support Agreement (this “Agreement”) is made and entered into as of May 7, 2021, by and among Hennessy Capital Investment Corp. V, a Delaware corporation (“HCIC”), PlusAI Corp, an exempted company incorporated with limited liability in the Cayman Islands (the “Company”), Plus Holdings Ltd., an exempted company incorporated with limited liability in the Cayman Islands ( “Plus Holdings”) and the individuals whose names appear on the signature pages hereto who are or hereafter may become shareholders of the Company and/or Plus Holdings (each such shareholder, a “Requisite Shareholder” and, collectively, the “Requisite Shareholders”). HCIC, Company, Plus Holdings and the Requisite Shareholders are sometimes referred to herein as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
