UNDERWRITING AGREEMENT between HCM II ACQUISITION CORP. and CANTOR FITZGERALD & CO., As Representative of the Underwriters Dated: July [10], 2024Underwriting Agreement • July 5th, 2024 • HCM II Acquisition Corp. • Blank checks • New York
The undersigned, HCM II 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 is listed on such Schedule A, any reference to Underwriters shall refer exclusively to Cantor) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 5th, 2024 • HCM II Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of _____, 2024, is made and entered into by and among HCM II Acquisition Corp., a Cayman Islands exempted company (the “Company”), HCM Investor Holdings II, LLC, a Cayman Islands limited liability company (the “Sponsor”), Cantor Fitzgerald & Co., a New York general partnership (the “Representative”) (the Sponsor and the Representative together with 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 5th, 2024 • HCM II Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2024 by and between HCM II Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
WARRANT AGREEMENTWarrant Agreement • July 5th, 2024 • HCM II Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of ____, 2024, is by and between HCM II 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,” and also referred to herein as the “Transfer Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • July 5th, 2024 • HCM II Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of _____, 2024 (as it may from time to time be amended, this “Agreement”), is entered into by and between HCM II Acquisition Corp., a Cayman Islands exempted company (the “Company”), and HCM Investor Holdings II, LLC, a Cayman Islands limited liability company (the “Purchaser”).
HCM II Acquisition Corp. 100 First Stamford Place, Suite 330 Stamford, CT 06902Letter Agreement • July 5th, 2024 • HCM II Acquisition Corp. • Blank checks
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 II Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Cantor Fitzgerald & Co. as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to the registration statement on F
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • July 5th, 2024 • HCM II Acquisition Corp. • Blank checks • New York
This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of the _______ day of ____, 2024, by and between HCM II Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Cantor Fitzgerald & Co. (“Cantor” or the “Subscriber”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • July 5th, 2024 • HCM II Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [_], 2024, by and between HCM II Acquisition Corp., a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).
HCM II ACQUISITION CORP.Letter Agreement • July 5th, 2024 • HCM II Acquisition Corp. • Blank checks
This letter agreement by and between HCM II Acquisition Corp. (the “Company”) and HCM Investor Holdings II, LLC (the “Services Provider” or “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
