Cayman Islands
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001-41241
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98-1581263
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol(s)
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Name of each exchange on
which registered
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Units, each consisting of one Class A ordinary share and one-half of one Redeemable Warrant
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HCMAU
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The Nasdaq Stock Market LLC
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Class A ordinary shares, par value $0.0001 per share
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HCMA
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The Nasdaq Stock Market LLC
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Redeemable Warrants, each whole warrant exercisable for one Class A ordinary share at a price of $11.50 per share
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HCMAW
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The Nasdaq Stock Market LLC
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Exhibit No.
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Description
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Amendment to Amended and Restated Business Combination Agreement, dated December 31, 2023.
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Amendment to the Sponsor Support Agreement, dated December 31, 2023, by and among HCM Investor Holdings, LLC, the other holders of HCM Class B Ordinary Shares, and
Murano PV, S.A. de C.V.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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HCM Acquisition Corp
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Date:
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January 5, 2024
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By:
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/s/ James Bond
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James Bond
Chief Financial Officer |
1. |
Definitions. All capitalized terms used but not otherwise defined herein
shall have the respective meanings ascribed to such terms in the Agreement (as amended hereby).
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2. |
Amendments to Agreement. The Agreement is hereby amended and modified by
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(i) |
deleting the 22nd recital therein in its entirety and replacing it with the following:
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(ii) |
deleting Section 2.5(c) of the Agreement in its entirety and replacing it with the following:
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(iii) |
deleting Section 6.9(a) of the Agreement in its entirety and replacing it with the following:
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(iv) |
deleting Section 10.1(i) of the Agreement in its entirety and replacing it with the following:
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(v) |
replacing the Form of Lock-Up Agreement, attached to the Agreement as Exhibit B thereto, in its entirety, with the Form of Lock-Up Agreement attached hereto as Exhibit A.
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3. |
Miscellaneous.
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(a) |
Except as expressly amended and/or superseded by this Amendment, the Agreement remains and shall remain in full force and effect. This Amendment shall not constitute
an amendment or waiver of any provision of the Agreement, except as expressly set forth herein. Upon the execution and delivery hereof, the Agreement shall thereupon be deemed to be amended and supplemented as set forth in this Amendment as
fully and with the same effect as if the amendments and supplements made hereby were originally set forth in the Agreement. This Amendment and the Agreement shall each be read, taken and construed as one and the same instrument, but such
amendments and supplements shall not operate so as to render invalid or improper any action heretofore taken under the Agreement. If and to the extent there are any inconsistencies between the Agreement and this Amendment with respect to the
matters set forth herein, the terms of this Amendment shall control. References in the Agreement to the Agreement shall be deemed to mean the Agreement as amended by this Amendment.
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(b) |
The Parties shall at their own expense cooperate with the reasonable requests of the other Party and perform any further act so reasonably requested (including
executing and delivering such documents or instruments as may be reasonably requested by the other) to give effect to the transactions contemplated by this Amendment.
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(c) |
Sections 11.2 (Waiver), 11.3 (Notices), 11.4 (Assignment),
11.6 (Expenses), 11.7 (Governing Law), 11.8 (Headings; Counterparts), 11.11 (Amendments), 11.12
(Publicity), 11.13 (Severability), and 11.14 (Consent to Jurisdiction and Service of Process; Waiver of Jury Trial) of the Agreement are incorporated herein by reference and shall apply to this Amendment mutatis mutandis.
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HCM ACQUISITION CORP
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By:
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/s/ Shawn Matthews | |
Name:
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Shawn Matthews | |
Title:
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Chief Executive Officer | |
MURANO PV, S.A. DE C.V.
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By:
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/s/ Elías Sacal Cababié | |
Name:
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Elías Sacal Cababié | |
Title:
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Attorney-at-Law |
Re: |
Lock-Up Agreement
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Very truly yours,
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HOLDER:
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[ ]
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By:
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Name:
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Title:
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PUBCO:
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MURANO GLOBAL INVESTMENTS LIMITED
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By:
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Name:
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Title:
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1. |
Definitions. All capitalized terms used but not otherwise defined herein
shall have the respective meanings ascribed to such terms in the Agreement (as amended hereby).
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2. |
Amendments to Agreement. The Agreement is hereby amended and modified by:
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(i) |
deleting Section 3 of the Agreement in its entirety and replacing it with the following:
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3. |
Transfer and Forfeiture.
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a. |
Notwithstanding Section 2 of this Agreement, in connection with the
consummation of the transactions contemplated by the Business Combination Agreement, the Sponsor hereby agrees that immediately prior to the Effective Time, the Sponsor shall transfer 1,250,000 HCM Class A Ordinary Shares (the “Transferred Interests”) to the persons and in the respective amounts set forth on Schedule II hereto, provided that each such person execute and deliver to the Sponsor and the Company a Vendor Participation Agreement substantially in the form attached hereto as Exhibit A. The Sponsor hereby agrees to take, and authorizes HCM to take, such actions as shall be necessary to evidence such transfer of such Transferred Interests as of
immediately prior to the Effective Time.
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In connection with the consummation of the transactions contemplated by the Business Combination Agreement, the Sponsor hereby agrees that immediately prior to the
Effective Time, the Sponsor shall forfeit and surrender, and/or cause the forfeiture and surrender, to HCM, for no consideration, all of the Sponsor Warrants (collectively, the “Forfeited Interests”). The Sponsor hereby agrees to (i) take, and authorizes HCM to take, such actions as shall be necessary to evidence such surrender and forfeiture of such Forfeited Interests as of
immediately prior to the Effective Time and (ii) provide the Company with documentation reasonably satisfactory to the Company evidencing the satisfaction of the Sponsor’s obligation to surrender and forfeit such Forfeited Interests prior to
the Effective Time.
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(ii) |
Adding Schedule II and Exhibit A to the Agreement as contemplated by the foregoing amendment, each as attached hereto as “Schedule II” and “Exhibit A.”
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4. |
Miscellaneous.
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(a) |
Except as expressly amended and/or superseded by this Amendment, the Agreement remains and shall remain in full force and effect. This Amendment shall not constitute
an amendment or waiver of any provision of the Agreement, except as expressly set forth herein. Upon the execution and delivery hereof, the Agreement shall thereupon be deemed to be amended and supplemented as set forth in this Amendment as
fully and with the same effect as if the amendments and supplements made hereby were originally set forth in the Agreement. This Amendment and the Agreement shall each be read, taken and construed as one and the same instrument, but such
amendments and supplements shall not operate so as to render invalid or improper any action heretofore taken under the Agreement. If and to the extent there are any inconsistencies between the Agreement and this Amendment with respect to the
matters set forth herein, the terms of this Amendment shall control. References in the Agreement to the Agreement shall be deemed to mean the Agreement as amended by this Amendment.
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(b) |
The parties hereto shall at their own expense cooperate with the reasonable requests of the other party and perform any further act so reasonably requested (including
executing and delivering such documents or instruments as may be reasonably requested by the other) to give effect to the transactions contemplated by this Amendment.
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(c) |
Sections 6 (Further Assurances), 8 (Amendment and Modification), 9 (Waiver), 13 (Governing Law and
Venue), 14 (Waiver of Jury Trial), 17 (Severability), and 18 (Counterparts) of the Agreement are incorporated herein by reference and shall apply to this Amendment mutatis mutandis.
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SPONSOR:
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HCM INVESTOR HOLDINGS, LLC
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By:
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/s/ James Bond | |
Name:
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James Bond | |
Title:
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President | |
COMPANY:
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MURANO PV, S.A. DE C.V.
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By:
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/s/ Elías Sacal Cababié | |
Name:
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Elías Sacal Cababié | |
Title:
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Attorney-at-Law | |
CLASS B HOLDERS:
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By:
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/s/ JACOB LOVELESS | |
JACOB LOVELESS
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By:
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/s/ STEVEN BISCHOFF | |
STEVEN BISCHOFF
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By:
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/s/ DAVID GOLDFARB | |
DAVID GOLDFARB
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(a)
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The Company has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the
transactions contemplated hereby.
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(b)
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This Agreement has been duly and validly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the
Company enforceable against the Company in accordance with its terms.
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(c)
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The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of its obligations
hereunder will not materially conflict with, or result in any material violation of or default under, any agreement or other instrument to which the Company is a party or by which the Company is bound, or any decree, order, statute, rule or
regulation applicable to the Company.
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(a)
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The Sponsor has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the
transactions contemplated hereby.
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(b)
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This Agreement has been duly and validly executed and delivered by the Sponsor and constitutes a legal, valid and binding obligation of the
Sponsor enforceable against the Sponsor in accordance with its terms.
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(c)
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The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the performance of its obligations
hereunder will not materially conflict with, or result in any material violation of or default under, any agreement or other instrument to which the Sponsor is a party or by which the Sponsor is bound, or any decree, order, statute, rule or
regulation applicable to the Sponsor.
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(d)
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The Sponsor is beneficial and record owner of the Transferred Shares and the Transferred Shares have been validly issued and fully paid and are
non-assessable and free of any liens. Upon transfer of the Transferred Shares to the Vendor immediately prior to the Effective Time the Vendor will acquire ownership of the Transferred Shares.
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(a)
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The Vendor has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder.
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(b)
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This Agreement has been duly and validly executed and delivered by the Vendor and constitutes a legal, valid and binding obligation of the Vendor
enforceable against the Vendor in accordance with its terms.
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(c)
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The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the performance of its obligations
hereunder will not materially conflict with, or result in any material violation of or default under, any agreement or other instrument to which the Vendor is a party or by which the Vendor is bound, or any decree, order, statute, rule or
regulation applicable to Vendor.
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(d)
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The Vendor is an “accredited investor” as that term is defined in Regulation D, or a Non-U.S. person, as that term is defined in Regulation S, in
each case under the Securities Act of 1933, as amended.
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(a)
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Any notice or communication under this Agreement shall be in writing
and given by (i) deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) recognized courier or overnight delivery service providing evidence
of delivery, or (iii) transmission by hand delivery, electronic mail or facsimile, if to the Sponsor, to: 100 First Stamford Place Suite 330, Stamford, CT 06902, Attn: Shawn Matthews, Chief Executive Officer and James Bond, Chief
Financial Officer, smatthews@hondiuscapital.com and jbond@hondiuscapital.com; if to the Company, to: Av. Paseo de las Palmas 1270, 98, Col. Lomas de Chapultepec, 11000, Mexico City, Mexico, [include email]; and, if to the Vendor, at the Vendor’s address or contact information as set forth on the signature
page attached hereto.
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(b)
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This Agreement shall be governed by the internal laws (and not the law of conflicts) of the State of New York.
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(c)
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This Agreement may not be amended, modified or waived without the written consent of the parties hereto.
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(d)
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The rights and obligations under this Agreement may not be assigned by any party hereto without the prior written consent of the other parties.
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(e)
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From time to time, at the reasonable request of any of the other parties hereto, each party hereto shall execute and deliver such additional
documents and instruments and take such further lawful action as may be necessary to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement.
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(f)
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Any term or provision of this Agreement which is invalid or unenforceable shall be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the remaining rights of the person intended to be benefited by such provision or any other provisions of this Agreement.
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(g)
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This Agreement may be executed in two or more counterparts, each of which shall constitute an original, and all of which taken together shall
constitute one and the same instrument. Any signature page delivered by a facsimile machine or electronic mail shall be binding to the same extent as an original signature page.
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(h)
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The Vendor agrees that the Vendor’s identity and the Transfer of the Transferred Shares, as well as the nature of the Vendor’s obligations
hereunder, may be disclosed by PubCo, the Company or the Sponsor or any of their respective affiliates in public announcements and disclosures, including in any registration statements, proxy statements, consent solicitation statements and
other filings to be filed by PubCo, the Company, Sponsor or any of their respective affiliates in connection with the Transfer and/or the transactions contemplated hereby.
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VENDOR:
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By:
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Name:
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Title:
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Address:
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Phone:
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Email:
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Company:
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MURANO PV, S.A. DE C.V.
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By:
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Name:
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Title:
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SPONSOR:
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HCM INVESTOR HOLDINGS, LLC
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By:
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Name:
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Title:
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Payable Amount
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Transferred Shares
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Payment Terms
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