UNDERWRITING AGREEMENT between HCM ACQUISITION CORP and CANTOR FITZGERALD & CO. Dated: January 20, 2022Underwriting Agreement • January 25th, 2022 • 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:
AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • March 26th, 2024 • HCM Acquisition Corp • Blank checks • New York
THIS AMENDED AND RESTATED WARRANT AGREEMENT, dated as of March 20, 2024 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between (i) Murano Global Investments Limited, a company incorporated under the laws of the Bailiwick of Jersey (the “Company”), and (ii) Continental Stock Transfer & Trust Company, a New York corporation (“Continental”), as warrant agent (in such capacity, the “Warrant Agent”), and amends and restates in its entirety that certain Warrant Agreement, dated January 20, 2022 (the “Prior Agreement”), by and between HCM Acquisition Corp., a Cayman Islands exempted company incorporated with limited liability (“HCM”), and Continental (“Prior 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”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • January 25th, 2022 • HCM Acquisition Corp • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of January 20, 2022, 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 Suite 330 Stamford, CT 06902Letter Agreement • January 25th, 2022 • 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 • January 25th, 2022 • 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 January 20, 2022, is entered into by and between HCM Acquisition Corp, a Cayman Islands exempted company (the “Company”), and HCM Investor Holdings, LLC, a Delaware limited liability company (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 INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 7th, 2022 • HCM Acquisition Corp • Blank checks • New York
THIS INVESTMENT MANAGEMENT TRUST AGREEMENT is made effective as of [●], 2022 (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”).
FORM OF WARRANT AGREEMENTForm of Warrant Agreement • January 7th, 2022 • HCM Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT, dated as of [●], 2022 (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”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 25th, 2022 • HCM Acquisition Corp • Blank checks • New York
THIS INVESTMENT MANAGEMENT TRUST AGREEMENT is made effective as of January 20, 2022 (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”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • August 7th, 2023 • HCM Acquisition Corp • Blank checks • Delaware
This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of August 2, 2023, is entered into by and between HCM Investor Holdings, LLC, a Delaware limited liability company (the “Sponsor”), the holders of HCM Class B Ordinary Shares set forth on Schedule I hereto (the “Class B Holders” and, together with the Sponsor, collectively, the “Sponsor Parties”) and Murano PV, S.A. de C.V., a Mexican corporation (the “Company”).
BUSINESS COMBINATION AGREEMENT by and among HCM ACQUISITION CORP, ELÍAS SACAL CABABIÉ, ES AGRUPACIÓN, S.A. DE C.V., MURANO GLOBAL B.V., MPV INVESTMENT B.V., MURANO GLOBAL CAYMAN, and MURANO P.V., S.A. DE C.V. dated as of March 13, 2023Business Combination Agreement • March 15th, 2023 • HCM Acquisition Corp • Blank checks • Delaware
This Business Combination Agreement, dated as of March 13, 2023 (this “Agreement”), is made and entered into by and among HCM ACQUISITION CORP., a Cayman Islands exempted company incorporated with limited liability (“HCM”), MURANO PV, S.A. DE C.V., a Mexican corporation (the “Company”), Elías Sacal Cababie, an individual (“ESC”), ES Agrupación, S.A. de C.V., a Mexican corporation (the “ESAGRUP” and collectively with ESC, the “Seller”), Murano Global B.V. a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) under Dutch law, having its official seat in Amsterdam, the Netherlands and registered with the Dutch trade register under number 89192877 (“PubCo”), MPV Investment B.V., a private limited liability company under Dutch law, having its official seat in Amsterdam, the Netherlands and registered with the Dutch trade register under number 89196651, which is a direct wholly-owned subsidiary of PubCo (“HoldCo”) and Murano Global Cayman, a Cayman Island
EXHIBIT A FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • March 15th, 2023 • HCM Acquisition Corp • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March [ ], 2023, is made and entered into by and among (i) Murano Global B.V. a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) under Dutch law (the “Company”), (ii) HCM Investor Holdings, LLC, a Delaware limited liability company (the “Sponsor”), (iii) the existing equityholders of the Company signatories hereto (the “Existing Investors”), and (iv) any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.9 of this Agreement, (collectively, the “Holders” and each, a “Holder”).
SECOND AMENDED AND RESTATED INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 23rd, 2024 • HCM Acquisition Corp • Blank checks
THIS SECOND AMENDED AND RESTATED INVESTMENT MANAGEMENT TRUST AGREEMENT is made effective as of January 19, 2024 (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”) and amends and restates in its entirety that certain Amended and Restated Investment Management Trust Agreement, dated as of April 20, 2023, by and between the Company and the Trustee (the “Existing Agreement”).
AMENDED AND RESTATED INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 21st, 2023 • HCM Acquisition Corp • Blank checks
THIS AMENDED AND RESTATED INVESTMENT MANAGEMENT TRUST AGREEMENT is made effective as of April 20, 2023 (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”) and amends and restates in its entirety that certain Investment Management Trust Agreement, dated as of January 20, 2022, by and between the Company and the Trustee (the “Existing Agreement”).
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
AMENDMENT NO. 1 TO AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • January 5th, 2024 • HCM Acquisition Corp • Blank checks
This Amendment No. 1, dated as of December 31, 2023 (this “Amendment”), is entered into by and between HCM ACQUISITION CORP., a Cayman Islands exempted company incorporated with limited liability (“HCM”), and MURANO PV, S.A. DE C.V., a Mexican corporation (the “Company”, and together with HCM, each a “Party” and collectively, the “Parties”).
HCM ACQUISITION CORPHCM Acquisition Corp • January 25th, 2022 • Blank checks • New York
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
EXHIBIT B FORM OF LOCK-UP AGREEMENTLetter Agreement • March 15th, 2023 • HCM Acquisition Corp • Blank checks
This letter agreement is being delivered pursuant to that certain Business Combination Agreement (the “Agreement”), dated as of March [_], 2023, by and among HCM Acquisition Corp., a Cayman Islands exempted company incorporated with limited liability, MURANO PV, S.A. de C.V., a Mexican corporation, Elías Sacal Cababie, an individual, ES Agrupación, S.A. de C.V., a Mexican corporation, Murano Global B.V. a Dutch private limited company (“PubCo”), MPV Investments B.V., a Dutch private limited company, which is a direct wholly-owned subsidiary of PubCo, and Murano Global Cayman, a Cayman Islands exempted company incorporated with limited liability, which is a direct wholly-owned subsidiary of PubCo. Capitalized terms used herein and not otherwise defined herein shall have such meanings as set forth in the Agreement.
AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT by and among HCM ACQUISITION CORP, ELÍAS SACAL CABABIÉ, ES AGRUPACIÓN, S.A. DE C.V., MURANO GLOBAL B.V., MPV INVESTMENT B.V., MURANO GLOBAL INVESTMENTS LIMITED., MURANO GLOBAL CAYMAN, and MURANO...Business Combination Agreement • August 7th, 2023 • HCM Acquisition Corp • Blank checks • Delaware
This Amended and Restated Business Combination Agreement, dated as of August 2, 2023 (this “Agreement”), is made and entered into by and among HCM ACQUISITION CORP., a Cayman Islands exempted company incorporated with limited liability (“HCM”), MURANO PV, S.A. DE C.V., a Mexican corporation (the “Company”), Elías Sacal Cababie, an individual (“ESC”), ES Agrupación, S.A. de C.V., a Mexican corporation (the “ESAGRUP” and collectively with ESC, the “Seller”), Murano Global Investments Limited, a company incorporated under the laws of the Bailiwick of Jersey (with registered number 149873) having its registered office at 50 La Colomberie, St. Helier, JE2 4QB, Jersey (“PubCo”), Murano Global B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) under Dutch law, having its official seat in Amsterdam, the Netherlands and registered with the Dutch trade register under number 89192877 (“Dutch Murano”), MPV Investment B.V., a private limited liabi
AMENDMENT NO. 1 TO SPONSOR SUPPORT AGREEMENTVendor Participation Agreement • January 5th, 2024 • HCM Acquisition Corp • Blank checks
This Amendment No. 1, dated as of December 31, 2023 (this “Amendment”), is entered into by and between by and between HCM Investor Holdings, LLC, a Delaware limited liability company (the “Sponsor”), the holders of HCM Class B Ordinary Shares set forth on Schedule I hereto (the “Class B Holders” and, together with the Sponsor, collectively, the “Sponsor Parties”) and Murano PV, S.A. de C.V., a Mexican corporation (the “Company”).
