HCM Acquisition Company 25,000,000 Units1 Underwriting AgreementUnderwriting Agreement • January 18th, 2008 • HCM Acquisition CO • Blank checks • New York
HCM Acquisition Company, a corporation organized under the laws of Delaware (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc. (the “Representative”) is acting as representative, an aggregate of 25,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to an additional 3,750,000 units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used in this Agreement and not otherwise defined are defined in Section 20 hereof.
WARRANT AGREEMENT HCM ACQUISITION COMPANY and AMERICAN STOCK TRANSFER & TRUST COMPANY, as Warrant Agent WARRANT AGREEMENT Dated as of ____________ ___, 2008Warrant Agreement • January 18th, 2008 • HCM Acquisition CO • Blank checks • New York
WARRANT AGREEMENT dated as of ___, 2008, between HCM Acquisition Company, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, a New York corporation, as Warrant Agent (the “Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 18th, 2008 • HCM Acquisition CO • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [ ] day of [ , 2008], by and among HCM Acquisition Company, a Delaware corporation (the “Company”) and the undersigned parties listed under the heading “Investors” on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 18th, 2008 • HCM Acquisition CO • Blank checks • New York
Pursuant to Section 3(ii) of the Investment Management Trust Agreement between HCM Acquisition Company (the “Company”) and American Stock Transfer & Trust Company dated as of [ ___, 2008] (the “Trust Agreement”), we hereby authorize you to disburse from the Trust Account proceeds from the Property, as defined in the Trust Agreement, equal to $ , to via wire transfer on , 200 .
Form of Rule 10b5-1 Stock Purchase PlanStock Purchase Plan • January 18th, 2008 • HCM Acquisition CO • Blank checks
This Rule 10b5-1 Stock Purchase Plan (this “Purchase Plan”), is entered into on ___, 2008 by and between [· ] ( “Broker”), HCM Acquisition Company, a Delaware corporation (the “Company”), HCM Acquisition Holdings, LLC, a Delaware limited liability company (“Founding Stockholder”) and Highland Capital Management, L.P., a Delaware limited partnership and the sole member of the Founding Stockholder (“HCMLP”).
Form of Letter Agreement for Director and Officers of HCM Acquisition Company]HCM Acquisition CO • January 18th, 2008 • Blank checks • New York
This letter is being delivered to you in connection with an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each consisting of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and one warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 9 hereof.
Form of Letter Agreement of HCM Acquisition Company with Highland Capital Management, L.P. and HCM Acquisition Holdings, LLC]HCM Acquisition CO • January 18th, 2008 • Blank checks • New York
This letter is being delivered to you in connection with an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each consisting of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and one warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 13 hereof.
