BUSINESS COMBINATION AGREEMENT by and among HOME PLATE ACQUISITION CORPORATION, HOME PLATE SPONSOR LLC, HEIDMAR INC., HP MERGER SUBSIDIARY CORP., HEIDMAR MARINE INC., and THE COMPANY shareholderS Dated as of March 19, 2023Business Combination Agreement • March 20th, 2023 • Home Plate Acquisition Corp • Blank checks • Delaware
This Business Combination Agreement (this “Agreement”) is made and entered into as of March 19, 2023, by and among Home Plate Acquisition Corporation, a Delaware corporation (“SPAC”), Home Plate Sponsor LLC, a Delaware limited liability company, solely for purposes of Section 8.24 (“Sponsor”), Heidmar Marine Inc., a company organized and existing under the laws of Marshall Islands (“Holdings”), HP Merger Subsidiary Corp., a Delaware corporation (“Merger Sub”), Heidmar Inc., a company organized and existing under the laws of Marshall Islands (the “Company”), and those shareholders of the Company set forth on the signature pages hereto as a “Company Shareholder” to this Agreement (collectively, the “Company Shareholders“). SPAC, Holdings, Merger Sub, the Company and the Company Shareholders are sometimes referred to herein individually as a “Party“ and, collectively, as the “Parties“.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • March 20th, 2023 • Home Plate Acquisition Corp • Blank checks
This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of March 19, 2023, by and among Home Plate Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Home Plate Acquisition Corporation, a Delaware corporation (“SPAC”), Heidmar Inc., a company organized and existing under the laws of Marshall Islands (the “Company”), and Heidmar Marine Inc., a company organized and existing under the laws of Marshall Islands (“Holdings”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
FORM OF LOCK-UP AGREEMENT (COMPANY SHAREHOLDERS)Lock-Up Agreement • March 20th, 2023 • Home Plate Acquisition Corp • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [●], 2023 between (i) Heidmar Marine Inc., a company organized and existing under the laws of Marshall Islands (“Holdings”), and (ii) the undersigned (the “Holder”). Holdings and the Holder are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • March 20th, 2023 • Home Plate Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2023 is made and entered into by and among Heidmar Marine Inc., a company organized and existing under the laws of Marshall Islands (“Holdings”), Home Plate Sponsor LLC (the “Sponsor” and, together with the equityholders designated as Legacy Home Plate Holders on Schedule A hereto, the “Legacy Home Plate Holders”), the equityholders of Heidmar Inc., a company organized and existing under the laws of Marshall Islands (the “Company”), designated as Legacy Heidmar Holders on Schedule B hereto (each such party a “Legacy Heidmar Holder”, and together with the Legacy Home Plate Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”), and, for the limited purpose set forth in Section 5.4 of this Agreement, Home Plate Acquisition Corporation, a Delaware corporation (“Home Plate”).
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (WARRANT AGREEMENT)Assignment, Assumption and Amendment Agreement • March 20th, 2023 • Home Plate Acquisition Corp • Blank checks • New York
This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of [•], 2023, by and among Home Plate Acquisition Corporation, a Delaware corporation (the “Company”), Heidmar Marine Inc., a company organized and existing under the laws of Marshall Islands (“Holdings”), and Continental Stock Transfer & Trust Company, a New York limited purposes trust company (the “Warrant Agent”).
