Etc Uses in Compliance with Exchange Act Clause

Compliance with Exchange Act from Underwriting Agreement

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.

Compliance with Exchange Act. The Company has filed with the Commission a Form 8-A (File Number [ ]) providing for the registration under the Exchange Act of the Securities, the shares of Common Stock included in the Securities and the Warrants included in the Securities. The registration of such securities under the Exchange Act has been declared effective by the Commission on or prior to the date of this Agreement.

Compliance with Exchange Act from Underwriting Agreement

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.

Compliance with Exchange Act. The Company has filed with the Commission a Form 8-A (File Number [ ]) providing for the registration under the Exchange Act of the Securities, the shares of Common Stock included in the Securities and the Warrants included in the Securities. The registration of such securities under the Exchange Act has been declared effective by the Commission on or prior to the date of this Agreement.

Compliance with Exchange Act from Underwriting Agreement

Citigroup Global Markets Inc. As Representative of the several Underwriters, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013

Compliance with Exchange Act. The Company has filed with the Commission a Form 8-A (File Number ___) providing for the registration under the Exchange Act of the Securities and the Underwriters Securities. The registration of the Securities under the Exchange Act has been declared effective by the Commission on the date hereof.

Compliance with Exchange Act from Underwriting Agreement

Citigroup Global Markets Inc. As Representative of the several Underwriters, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013

Compliance with Exchange Act. The Company has filed with the Commission a Form 8-A (File Number ___) providing for the registration under the Exchange Act of the Securities and the Underwriters Securities. The registration of the Securities under the Exchange Act has been declared effective by the Commission on the date hereof.

Compliance with Exchange Act from Underwriting Agreement

Citigroup Global Markets Inc. As Representative of the several Underwriters, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013

Compliance with Exchange Act. The Company has filed with the Commission a Form 8-A (File Number ___) providing for the registration under the Exchange Act of the Securities and the Underwriters Securities. The registration of the Securities and the Underwriters Securities under the Exchange Act has been declared effective by the Commission on the date hereof.

Compliance with Exchange Act from Underwriting Agreement

Citigroup Global Markets Inc. As Representative of the several Underwriters, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013

Compliance with Exchange Act. The Company has filed with the Commission a Form 8-A (File Number ___) providing for the registration under the Exchange Act of the Securities and the Underwriters Securities. The registration of the Securities and the Underwriters Securities under the Exchange Act has been declared effective by the Commission on the date hereof.

Compliance with Exchange Act from Underwriting Agreement

Citigroup Global Markets Inc. As Representative of the several Underwriters, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013

Compliance with Exchange Act. The Company has filed with the Commission a Form 8-A (File Number ___) providing for the registration under the Exchange Act of the Securities and the Underwriters Securities. The registration of the Securities and the Underwriters Securities under the Exchange Act has been declared effective by the Commission on the date hereof.