HCM II Acquisition Corp. Sample Contracts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 20th, 2024 • HCM II Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 15, 2024, is made and entered into by and among HCM II Acquisition Corp., a Cayman Islands exempted company (the “Company”), HCM Investor Holdings II, LLC, a Cayman Islands limited liability company (the “Sponsor”), Cantor Fitzgerald & Co., a New York general partnership (the “Representative”) (the Sponsor and the Representative together with 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 20th, 2024 • HCM II Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 15, 2024 by and between HCM II Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • August 20th, 2024 • HCM II Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of August 15, 2024 (as it may from time to time be amended, this “Agreement”), is entered into by and between HCM II Acquisition Corp., a Cayman Islands exempted company (the “Company”), and HCM Investor Holdings II, LLC, a Cayman Islands limited liability company (the “Purchaser”).
UNDERWRITING AGREEMENTUnderwriting Agreement • August 20th, 2024 • HCM II Acquisition Corp. • Blank checks • New York
The undersigned, HCM II Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only Cantor is listed on such Schedule A, any reference to Underwriters shall refer exclusively to Cantor) as follows:
HCM II Acquisition CorpSecurities Subscription Agreement • June 18th, 2024 • HCM II Acquisition Corp. • Blank checks • New York
HCM II Acquisition Corp, a Cayman Islands exempted company (the “Company”, “we” or “us”), is pleased to accept the offer made by HCM Investor Holdings II, LLC, a Cayman Islands limited liability company (“Subscriber” or “you”), to purchase 5,750,000 Class B ordinary shares of the Company, of $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to surrender and cancellation by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each expected to be comprised of one Class A ordinary share and one-half of one warrant to purchase one Class A ordinary share (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
WARRANT AGREEMENTWarrant Agreement • August 20th, 2024 • HCM II Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of August 15 , 2024, is by and between HCM II Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • July 5th, 2024 • HCM II Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [_], 2024, by and between HCM II Acquisition Corp., a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).
August 15, 2024 HCM II Acquisition Corp. Stamford, CT 06902Underwriting Agreement • August 20th, 2024 • HCM II Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among HCM II Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Cantor Fitzgerald & Co. as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units which may be purchased to cover over- allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to the registration statement on
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • August 20th, 2024 • HCM II Acquisition Corp. • Blank checks • New York
This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of the 15th day of August, 2024, by and between HCM II Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Cantor Fitzgerald & Co. (“Cantor” or the “Subscriber”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • July 19th, 2024 • HCM II Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of _____, 2024 (as it may from time to time be amended, this “Agreement”), is entered into by and between HCM II Acquisition Corp., a Cayman Islands exempted company (the “Company”), and HCM Investor Holdings II, LLC, a Cayman Islands limited liability company (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 19th, 2024 • HCM II Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of _____, 2024, is made and entered into by and among HCM II Acquisition Corp., a Cayman Islands exempted company (the “Company”), HCM Investor Holdings II, LLC, a Cayman Islands limited liability company (the “Sponsor”), Cantor Fitzgerald & Co., a New York general partnership (the “Representative”) (the Sponsor and the Representative together with 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 • March 26th, 2025 • HCM II Acquisition Corp. • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on [●], 2025, by and between HCM II Acquisition Corp., a Cayman Islands exempted company (the “Issuer”; for the avoidance of doubt, references to the “Issuer” will include the “Post-Domestication Corporation” as defined below, except as the context may otherwise require), and the undersigned subscriber (“Subscriber”).
Dated MARCH MARCH 26, 2025 Business Combination AgreementBusiness Combination Agreement • March 26th, 2025 • HCM II Acquisition Corp. • Blank checks • Delaware
This Business Combination Agreement (this “Agreement”) is made and entered into as of March 26, 2025, by and among (i) HCM II Acquisition Corp., a Cayman Islands exempted company (which shall transfer by way of continuation and domesticate as a Delaware corporation prior to Closing) (the “Purchaser”), (ii) HCM II Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of the Purchaser (“Merger Sub”) and (iii) Terrestrial Energy Inc., a Delaware corporation (the “Company”). The Purchaser, Merger Sub and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.”
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • March 26th, 2025 • HCM II Acquisition Corp. • Blank checks
This Sponsor Support Agreement (this “Agreement”) is dated as of March 26, 2025, by and among HCM Investor Holdings II, LLC, a Cayman Islands limited liability company (the “Sponsor”), HCM II Acquisition Corp., a Cayman Islands exempted company (which shall domesticate as a Delaware corporation prior to the Closing) (the “Purchaser”), and Terrestrial Energy Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 3rd, 2025 • Terrestrial Energy Inc. /DE/ • Fabricated plate work (boiler shops) • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 28, 2025, is made and entered into by and among HCM II Acquisition Corp., a Delaware corporation which will change its name to “Terrestrial Energy Inc.” (formerly a Cayman Islands exempted company limited by shares, prior to the Domestication (as defined herein)) (the “Company”), Cantor Fitzgerald & Co., a New York general partnership (“Cantor”), HCM Investor Holdings II, LLC, a Cayman Islands limited liability company (the “Sponsor” , the members of the Sponsor identified on an Exhibit A joinder as a “Other Sponsor Holder” (such members, together with the Sponsor, the “Sponsor Holders”), and each such party, together with the Sponsor, the Sponsor Holders, Cantor 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”).
FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • November 3rd, 2025 • Terrestrial Energy Inc. /DE/ • Fabricated plate work (boiler shops)
THIS FIRST AMENDMENT (this “Amendment”) to the Business Combination Agreement, dated March 26, 2025 (the “Agreement”), by and among (a) HCM II Acquisition Corp., a Delaware corporation (the “Purchaser”), (b) HCM II Merger Sub Inc., a Delaware corporation and direct wholly owned subsidiary of the Purchaser, and (c) Terrestrial Energy Inc., a Delaware corporation (the “Company”), is entered into by the Purchaser and the Company effective as of October 26, 2025 (the “Effective Date”). Unless otherwise defined herein, capitalized terms used herein have the meanings ascribed thereto in the Agreement.
AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • November 3rd, 2025 • Terrestrial Energy Inc. /DE/ • Fabricated plate work (boiler shops) • New York
THIS AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”), dated as of October 28, 2025, is by and between HCM II Acquisition Corp., a Delaware corporation (and after the effectiveness of the name change, Terrestrial Energy Inc., a Delaware corporation) (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”), and amends and restates in its entirety that certain Warrant Agreement, dated as of August 19, 2024 (“Prior Agreement”), by and between HCM II Acquisition Corp., a Cayman Islands exempted company (“HCM II”), and Warrant Agent pursuant to Section 9.8 of the Prior Agreement, this Agreement shall be effective as of the closing of the Business Combination (as defined below) (such date, the “Effective Date”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • November 3rd, 2025 • Terrestrial Energy Inc. /DE/ • Fabricated plate work (boiler shops) • Delaware
This Indemnification Agreement (“Agreement”), dated as of October 28, 2025, is by and between Terrestrial Energy Inc., a Delaware corporation formerly known as “HCM II Acquisition Corp.” (the “Company”) and [NAME OF DIRECTOR/OFFICER] (“Indemnitee”).
HCM II ACQUISITION CORP.Administrative Services Agreement • August 20th, 2024 • HCM II Acquisition Corp. • Blank checks
This letter agreement by and between HCM II Acquisition Corp. (the “Company”) and HCM Investor Holdings II, LLC (the “Services Provider” or “Sponsor”), 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 Global 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 and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 3rd, 2025 • Terrestrial Energy Inc. /DE/ • Fabricated plate work (boiler shops) • Delaware
This Executive Employment Agreement (“Agreement”) is made by and between Terrestrial Energy Inc., a Delaware corporation (the “Company”), and Simon Irish (“Executive”), effective as of October 28, 2025 (the “Effective Date”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • November 3rd, 2025 • Terrestrial Energy Inc. /DE/ • Fabricated plate work (boiler shops) • Delaware
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is entered into as of October 28, 2025, by and between Terrestrial Energy Inc., a Delaware corporation (“TEI”) and HCM II Acquisition Corp., a Delaware corporation (“SPAC”). This Agreement shall be effective as of the closing of the Business Combination (as defined below) (such date, the “Effective Time”).
SPONSOR LOCK-UP AGREEMENTLock-Up Agreement • November 3rd, 2025 • Terrestrial Energy Inc. /DE/ • Fabricated plate work (boiler shops) • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”), dated as of October 28, 2025, is made and entered into by and among HCM II Acquisition Corp., a Delaware corporation (“SPAC”) (formerly a Cayman Islands exempted company limited by shares, prior to its domestication as a Delaware corporation), and HCM Investor Holdings II LLC, a Cayman Islands limited liability company (the “Sponsor” and, together with any Person who hereafter becomes a party to this Agreement pursuant to Section 2 or Section 7 of this Agreement, the “Securityholders” and each, a “Securityholder”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined herein).
SECOND AMENDED AND RESTATED EXCHANGE AND SUPPORT AGREEMENTExchange and Support Agreement • November 3rd, 2025 • Terrestrial Energy Inc. /DE/ • Fabricated plate work (boiler shops) • Ontario
THIS AGREEMENT is made this 28th day of October, 2025 among HCM II Acquisition Corp., a Delaware corporation which will change its name to “Terrestrial Energy Inc.” on or around October 28, 2025 (“ParentCo”), Terrestrial Energy Canada (Call) Inc., a corporation existing under the laws of the Province of Ontario (“CallCo”), Terrestrial Energy Canada (Exchange) Inc., a corporation existing under the laws of the Province of Ontario (the “Corporation”), and, solely for purposes of Section 6.13, Terrestrial Energy Inc., a Delaware corporation formerly known as “Terrestrial Energy Delaware Inc.”, which will change its name to “Terrestrial Energy Development Inc.” on or around October 28, 2025 (“DelawareCo”).
HCM II ACQUISITION CORP.Administrative Services Agreement • July 5th, 2024 • HCM II Acquisition Corp. • Blank checks
This letter agreement by and between HCM II Acquisition Corp. (the “Company”) and HCM Investor Holdings II, LLC (the “Services Provider” or “Sponsor”), 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 Global 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 and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):