Hennessy Capital Investment Corp. VII Rights Watch

from 8-K 14 pages Indemnity Agreement

from 8-K 9 pages Private Placement Units Purchase Agreement

from 8-K 8 pages Private Placement Units Purchase Agreement

from 8-K 2 pages Hc VII Sponsor LLC 195 US Hwy 50, Suite 309 Zephyr Cove, Nevada 89448 Re: Administrative Support Agreement Ladies and Gentlemen

from 8-K 16 pages Registration Rights Agreement

from 8-K 14 pages Investment Management Trust Agreement

from 8-K 6 pages 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. VII, a Cayman Islands Exempted Company (The “Company”) and Cohen & Company Capital Markets, a Division of J.V.B. Financial Group, LLC, as Representative (The “Representative”) of the Several Underwriters Named Therein (The “Underwriters”), Relating to an Underwritten Initial Public Offering (The “Public Offering”), of 20,125,000 of the Company’s Units (Including Up to 2,625,000 Units That May Be Purchased to Cover Over-Allotments, if Any) (The “Units”), Each Comprised of One Share of the Company’s Class a Ordinary Shares, Par Value $0.0001 Per Share (The “Class a Ordinary Shares”), and One Right to Receive One-Twelfth (1/12) of a Class a Ordinary Share (“Share Rights”). the Units Will Be Sold in the Public Offering Pursuant to a Registration Statement on Form S-1 and Prospectus (The “Prospectus”) Filed by the Company With the U.S. Securities and Exchange Commission (The “Commission”) and the Company Has Applied to Have the Units Listed on the NASDAQ Global Market. Certain Capitalized Terms Used Herein Are Defined in Paragraph 11 Hereof

from S-1/A 2 pages Hc VII Sponsor LLC 195 US Hwy 50, Suite 309 Zephyr Cove, Nevada 89448 Re: Administrative Support Agreement Ladies and Gentlemen

from S-1/A 14 pages Form of Indemnity Agreement

from S-1/A 9 pages Form of Private Placement Units Purchase Agreement

from S-1/A 8 pages Form of Private Placement Units Purchase Agreement

from S-1/A 9 pages Hc VII Sponsor LLC 195 US Hwy 50, Suite 309 Zephyr Cove, NV 89448 Re: Amended and Restated Founder Shares Subscription Agreement Ladies and Gentlemen: Whereas, Hennessy Capital Investment Corp. VII, a Cayman Islands Exempted Company (The “Company”), and Hc VII Sponsor LLC, a Nevada Limited Liability Company (The “Subscriber”) Are Party to That Certain Founder Shares Subscription Agreement, Dated as of October 8, 2024 (The “Original Agreement”);

from S-1/A 16 pages Form of Registration Rights Agreement

from S-1/A 16 pages Form of Investment Management Trust Agreement

from S-1/A 3 pages Promissory Note

from S-1/A 6 pages 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. VII, a Cayman Islands Exempted Company (The “Company”) and Cohen & Company Capital Markets, a Division of J.V.B. Financial Group, LLC, as Representative (The “Representative”) of the Several Underwriters Named Therein (The “Underwriters”), Relating to an Underwritten Initial Public Offering (The “Public Offering”), of 20,125,000 of the Company’s Units (Including Up to 2,625,000 Units That May Be Purchased to Cover Over-Allotments, if Any) (The “Units”), Each Comprised of One Share of the Company’s Class a Ordinary Shares, Par Value $0.0001 Per Share (The “Class a Ordinary Shares”), and One Right to Receive One-Twelfth (1/12) of a Class a Ordinary Share (“Share Rights”). the Units Will Be Sold in the Public Offering Pursuant to a Registration Statement on Form S-1 and Prospectus (The “Prospectus”) Filed by the Company With the U.S. Securities and Exchange Commission (The “Commission”) and the Company Has Applied to Have the Units Listed on the NASDAQ Global Market. Certain Capitalized Terms Used Herein Are Defined in Paragraph 11 Hereof