HCMA · Hcm III Acquisition Corp.

The Class B ordinary shares are automatically convertible into the shares of the Issuer's Class A ordinary shares at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and have no expiration date. The Class B ordinary shares are subject to forfeiture under certain circumstances relating to Mr. Loveless' service on the Issuer's Board of Directors.

As contemplated by the securities purchase agreement between HCM Investor Holdings III, LLC (the "Sponsor") and Mr. Loveless, dated July 31, 2025, the Sponsor assigned 25,000 Class B ordinary shares to Mr. Loveless in connection with Mr. Loveless's appointment to the Issuer's Board of Directors.

The Class B ordinary shares are automatically convertible into the shares of the Issuer's Class A ordinary shares at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and have no expiration date. The Class B ordinary shares are subject to forfeiture under certain circumstances relating to Mr. Goos' service on the Issuer's Board of Directors.

As contemplated by the securities purchase agreement between HCM Investor Holdings III, LLC (the "Sponsor") and Mr. Goos, dated July 31, 2025, the Sponsor assigned 25,000 Class B ordinary shares to Mr. Goos in connection with Mr. Goos' appointment to the Issuer's Board of Directors.

The Class B ordinary shares are automatically convertible into the shares of the Issuer's Class A ordinary shares at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and have no expiration date. The Class B ordinary shares are subject to forfeiture under certain circumstances relating to Mr. Donohoe's service on the Issuer's Board of Directors.

As contemplated by the securities purchase agreement between HCM Investor Holdings III, LLC (the "Sponsor") and Mr. Donohoe, dated July 31, 2025, the Sponsor assigned 25,000 Class B ordinary shares to Mr. Donohoe in connection with Mr. Donohoe's appointment to the Issuer's Board of Directors.

The Class B ordinary shares are automatically convertible into the shares of the Issuer's Class A ordinary shares at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and have no expiration date.

In connection with the Issuer's initial public offering and the appointment of Craig Goos, Richard Donohoe and Jacob Loveless to the Issuer's Board of Directors, HCM III Investor Holdings, LLC (the "Sponsor") assigned 25,000 Class B ordinary shares to each of Craig Goos, Richard Donohoe, and Jacob Loveless.

These Class B ordinary shares are held directly by the Sponsor, acquired pursuant to a subscription agreement dated as of April 16, 2025 by and among the Sponsor and the registrant and a share recapitalization authorized by the SPAC on May 29, 2025 Shawn Matthews, the Chairman and Chief Executive Officer of the registrant, is the managing member of the Sponsor. Mr. Matthews has sole voting and dispositive control over the shares held by the Sponsor and may be deemed the beneficial owner of such shares. Mr. Matthews disclaims beneficial ownership over any securities owned by the Sponsor in which he does not have any pecuniary interest.