UNDERWRITING AGREEMENT between HCM ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: July [ ], 2021Underwriting Agreement • July 6th, 2021 • HCM Acquisition Corp • Blank checks • New York
The undersigned, HCM 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 Fitzgerald is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor Fitzgerald) as follows:
HCM ACQUISITION CORP Stamford, CT 06902HCM Acquisition Corp • July 6th, 2021 • Blank checks • New York
We are pleased to accept the offer HCM Investor Holdings, LLC (the “Subscriber” or “you”) has made to purchase 7,187,500 shares of Class B ordinary shares (the “Shares”), $0.0001 par value per share (the “Class B Ordinary Shares” together with all other classes of Company (as defined below) ordinary shares, the “Ordinary Shares”), up to 937,500 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of HCM Acquisition Corp, a Cayman Islands exempted company (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • July 6th, 2021 • HCM Acquisition Corp • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of July [ ], 2021, is made and entered into by and among HCM Acquisition Corp, a Cayman Islands exempted company (the “Company”), HCM Investor Holdings, 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 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
HCM Acquisition Corp 100 First Stamford Place Suite 330 Stamford, CT 06902Letter Agreement • July 6th, 2021 • HCM Acquisition Corp • Blank checks • New York
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 Acquisition Corp, a Cayman Islands exempted company (the “Company”), Cantor Fitzgerald & Co., as underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”) of 28,750,000 of the Company’s units (including 3,750,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share 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 a prospectus (the “Prospectus”) filed
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • July 6th, 2021 • HCM Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of July [ ], 2021, is entered into by and between HCM Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co., a company with its principal place of business in New York (the “Purchaser”).
INDEMNITY AGREEMENTIndemnity Agreement • July 6th, 2021 • HCM Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July [ ], 2021, by and between HCM Acquisition Corp, a Cayman Islands exempted company (the “Company”), and [ ] (“Indemnitee”).
FORM OF WARRANT AGREEMENTForm of Warrant Agreement • July 6th, 2021 • HCM Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT, dated as of July [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between HCM 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”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 6th, 2021 • HCM Acquisition Corp • Blank checks • New York
THIS INVESTMENT MANAGEMENT TRUST AGREEMENT is made effective as of July [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), by and between HCM Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
HCM ACQUISITION CORPHCM Acquisition Corp • July 6th, 2021 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement on Form S-1 (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of HCM Acquisition Corp, a Cayman Islands exempted company (the “Company”), and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case, as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), HCM Investor Holdings, LLC, a Delaware limited liability company (the “Sponsor”), shall take steps directly or indirectly to make available to the Company, at 100 First Stamford Place, Suite 330, Stamford, Connecticut 06902 (or any successor location), office space and secretarial and administrative services as may be required by the Company from time to time. In exchange therefor, the Company shall pay the Spons
