SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • March 15th, 2023 • HCM Acquisition Corp • Blank checks • Delaware
This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of March 13, 2023, is entered into by and between HCM Investor Holdings, LLC, a Delaware limited liability company (the “Sponsor”), the other holders of HCM Class B Ordinary Shares set forth on Schedule I hereto (the “Other 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”).
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.
