Hall Chadwick Acquisition Corp Sample Contracts

UNDERWRITING AGREEMENT between Hall Chadwick Acquisition Corp. and COHEN & COMPANY CAPITAL MARKETS, A DIVISION OF COHEN & COMPANY SECURITIES, LLC, as Representative of the Underwriters Dated: November 20, 2025 UNDERWRITING AGREEMENT
Underwriting Agreement • November 26th, 2025 • Hall Chadwick Acquisition Corp • Blank checks • New York

The undersigned, Hall Chadwick Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (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 the Representative is listed on such Schedule A, any references to Underwriters shall refer exclusively to the Representative) as follows:

PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT
Private Placement Units Purchase Agreement • November 26th, 2025 • Hall Chadwick Acquisition Corp • Blank checks • New York

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of November 20, 2025 (as it may from time to time be amended, this “Agreement”), is entered into by and between Hall Chadwick Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Clear Street LLC (the “Purchaser”).

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • November 26th, 2025 • Hall Chadwick Acquisition Corp • Blank checks
UNDERWRITING AGREEMENT between Hall Chadwick Acquisition Corp. and COHEN & COMPANY CAPITAL MARKETS, A DIVISION OF COHEN & COMPANY SECURITIES, LLC, LLC, as Representative of the Underwriters Dated: [________________], 2025 UNDERWRITING AGREEMENT
Underwriting Agreement • September 5th, 2025 • Hall Chadwick Acquisition Corp • Blank checks • New York

The undersigned, Hall Chadwick Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (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 the Representative is listed on such Schedule A, any references to Underwriters shall refer exclusively to the Representative) as follows:

FORM OF INDEMNITY AGREEMENT
Indemnity Agreement • November 26th, 2025 • Hall Chadwick Acquisition Corp • Blank checks • New York

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [_], 2025, by and between Hall Chadwick Acquisition Corp., a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).

FORM OF PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT
Private Placement Units Purchase Agreement • August 6th, 2025 • Hall Chadwick Acquisition Corp • New York

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of _____, 2025 (as it may from time to time be amended, this “Agreement”), is entered into by and between Hall Chadwick Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“Cohen”) (the “Purchaser”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 26th, 2025 • Hall Chadwick Acquisition Corp • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 20, 2025, is made and entered into by and between Hall Chadwick Acquisition Corp., a Cayman Islands exempted company (the “Company”), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Representative”), Clear Street LLC (“Clear Street”) and Hall Chadwick Capital LLC, a Cayman Islands limited liability company (the “Sponsor”). (The Sponsor, the Representative and Clear Street 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”).

Hall Chadwick Acquisition Corp. CO Harneys Fiduciary (Cayman) Limited, Grand Cayman KY1-1002, Cayman Islands.
Letter Agreement • September 5th, 2025 • Hall Chadwick 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 Hall Chadwick Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 20,700,000 of the Company’s units (including up to 2,700,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value US$0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one right (each right, a “Share Right”). Each Share Right entitles the holder thereof to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of the Company’s initial business combination. The Units shall be

FORM OF PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT
Private Placement Units Purchase Agreement • September 5th, 2025 • Hall Chadwick Acquisition Corp • Blank checks • New York

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of _____, 2025 (as it may from time to time be amended, this “Agreement”), is entered into by and between Hall Chadwick Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“Cohen”) (the “Purchaser”).

RE: Securities Subscription Agreement
Securities Subscription Agreement • August 6th, 2025 • Hall Chadwick Acquisition Corp • New York

Hall Chadwick Acquisition Corp., a Cayman Islands exempted company (Company), is pleased to accept the offer of Hall Chadwick Capital Ltd, a Cayman Islands exempted company (Subscriber), has made to subscribe for and purchase 7,883,293 Class B ordinary shares (Shares), $0.0001 par value per share (Class B Ordinary Shares), up to 1,018,654 of which are subject to complete or partial forfeit by the Subscriber if the underwriters of the Company’s initial public offering (IPO) of units (Units) do not fully exercise their over-allotment option (Over-allotment Option).

SHARE RIGHTS AGREEMENT
Share Rights Agreement • August 6th, 2025 • Hall Chadwick Acquisition Corp • New York

This Share Rights Agreement (this “Agreement”) is made as of [●], 2025 between Hall Chadwick Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Share Rights Agent”).

HALL CHADWICK ACQUISITION CORP. c/o Harneys Fiduciary (Cayman) Limited, Grand Cayman KY1-1002, Cayman Islands
Administrative Services Agreement • August 6th, 2025 • Hall Chadwick Acquisition Corp

This letter agreement by and between Hall Chadwick Acquisition Corp. (the “Company”) and Hall Chadwick Capital Ltd. (“Provider”), 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 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”):

FORM OF INDEMNITY AGREEMENT
Indemnity Agreement • August 6th, 2025 • Hall Chadwick Acquisition Corp • New York

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [_], 2025, by and between Hall Chadwick Acquisition Corp., a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 6th, 2025 • Hall Chadwick Acquisition Corp • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ , 2025], is made and entered into by and between Hall Chadwick Acquisition Corp., a Cayman Islands exempted company (the “Company”), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Representative”), Representativeand Hall Chadwick Capital Ltd., an Australian company (the “Sponsor”). (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”).

RIGHTS AGREEMENT
Rights Agreement • November 26th, 2025 • Hall Chadwick Acquisition Corp • Blank checks • New York

This Rights Agreement (this “Agreement”) is made as of November 20, 2025 between Hall Chadwick Acquisition Corp, a Cayman Islands exempted company (the “Company”) and Continental Stock Transfer & Trust Company, a New York company, with offices at 1 State Street, 30th Floor, New York, NY 10004-1561 (the “Rights Agent”).

Hall Chadwick Acquisition Corp. CO Harneys Fiduciary (Cayman) Limited, Grand Cayman KY1-1002, Cayman Islands.
Letter Agreement • August 6th, 2025 • Hall Chadwick Acquisition Corp

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Hall Chadwick Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 20,700,000 of the Company’s units (including up to 2,700,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value US$0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one right (each right, a “Share Right”). Each Share Right entitles the holder thereof to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of the Company’s initial business combination. The Units shall be

Hall Chadwick Acquisition Corp. CO Harneys Fiduciary (Cayman) Limited, Grand Cayman KY1-1002, Cayman Islands.
Letter Agreement • August 25th, 2025 • Hall Chadwick 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 Hall Chadwick Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 20,700,000 of the Company’s units (including up to 2,700,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value US$0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one right (each right, a “Share Right”). Each Share Right entitles the holder thereof to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of the Company’s initial business combination. The Units shall be

HALL CHADWICK ACQUISITION CORP. c/o Harneys Fiduciary (Cayman) Limited, Grand Cayman KY1-1002, Cayman Islands November 20, 2025
Administrative Services Agreement • November 26th, 2025 • Hall Chadwick Acquisition Corp • Blank checks

This letter agreement by and between Hall Chadwick Acquisition Corp. (the “Company”) and Hall Chadwick Capital LLC (“Provider”), 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 Stock Market LLC (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the 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”):

Hall Chadwick Acquisition Corp. CO Harneys Fiduciary (Cayman) Limited, Grand Cayman KY1-1002, Cayman Islands.
Letter Agreement • November 26th, 2025 • Hall Chadwick 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 Hall Chadwick Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 20,700,000 of the Company’s units (including up to 2,700,000 units which may be purchased to cover over-allotments, if any) (the “ Units”), each comprised of one Class A ordinary share, par value US$0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one right (each right, a “Share Right ”). Each Share Right entitles the holder thereof to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of the Company’s initial business combination. The Units shall

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • August 6th, 2025 • Hall Chadwick Acquisition Corp
UNDERWRITING AGREEMENT between Hall Chadwick Acquisition Corp. and COHEN & COMPANY CAPITAL MARKETS, A DIVISION OF COHEN & COMPANY SECURITIES, LLC, LLC, as Representative of the Underwriters Dated: [________________], 2025 UNDERWRITING AGREEMENT
Underwriting Agreement • October 30th, 2025 • Hall Chadwick Acquisition Corp • Blank checks • New York

The undersigned, Hall Chadwick Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (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 the Representative is listed on such Schedule A, any references to Underwriters shall refer exclusively to the Representative) as follows: