5,000,000 Units HL ACQUISITIONS CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • July 2nd, 2018 • HL Acquisitions Corp. • Blank checks • New York
HL Acquisitions Corp., a British Virgin Islands company (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (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”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 2nd, 2018 • HL Acquisitions Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 27thday of June, 2018, by and among HL Acquisitions Corp., a British Virgin Islands company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
WARRANT AGREEMENTWarrant Agreement • July 2nd, 2018 • HL Acquisitions Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (“Agreement”) dated as of June 27, 2018 is between HL Acquisitions Corp., a British Virgin Islands company, (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Warrant Agent”).
RIGHTS AGREEMENTRights Agreement • July 2nd, 2018 • HL Acquisitions Corp. • Blank checks • New York
Agreement made as of June 27, 2018 between HL Acquisitions Corp., a British Virgin Islands company, with offices at 499 Park Avenue, 12th Floor, New York, New York 10022 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street Plaza, New York, New York 10004 (“Right Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 2nd, 2018 • HL Acquisitions Corp. • Blank checks • New York
This Agreement is made as of June 27, 2018 by and between HL Acquisitions Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
EARLYBIRDCAPITAL, INC.HL Acquisitions Corp. • June 15th, 2018 • Blank checks • New York
PROMISSORY NOTEHL Acquisitions Corp. • July 13th, 2020 • Blank checks
HL Acquisitions Corp. (“Maker”) promises to pay to the order of _________________ or its successors or assigns (“Payee”) the principal sum of _____________________________ ($____________) in lawful money of the United States of America, on the terms and conditions described below.
PROMISSORY NOTEPromissory Note • November 4th, 2020 • HL Acquisitions Corp. • Gas & other services combined
HL Acquisitions Corp. (“Maker”) promises to pay to the order of _________________ or its successors or assigns (“Payee”) the principal sum of _____________________________ ($____________) in lawful money of the United States of America, on the terms and conditions described below.
EARLYBIRDCAPITAL, INC. New York, New York 10017 June 27, 2018HL Acquisitions Corp. • July 2nd, 2018 • Blank checks • New York
This is to confirm our agreement whereby HL Acquisitions Corp., a British Virgin Islands company (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company merging with, acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statements on Form S-1 (File Nos. 333-225520 and 333-225936) filed with the Securities and Exchange Commission (collectively, the “Registration Statement”) in connection with its initial public offering (“IPO”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • June 15th, 2018 • HL Acquisitions Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of _____, 2018 (“Agreement”), by and among HL ACQUISITIONS CORP., a British Virgin Islands company (“Company”), the shareholders of the Company listed on Exhibit A hereto (collectively the “Founders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
HL Acquisitions Corp. New York, New York 10022 EarlyBirdCapital, Inc. New York, New York 10017HL Acquisitions Corp. • June 26th, 2018 • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between HL Acquisitions Corp., a British Virgin Islands company (the “Company”), and EarlyBirdCapital, Inc., as representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, no par value (the “Ordinary Shares”), one right entitling the holder to receive one-tenth (1/10) of one ordinary share (the “Rights”), and one warrant, each warrant exercisable for one Ordinary Share (each, a “Warrant”). Certain capitalized terms used herein are defined in Section 4 hereof.
HL Acquisitions Corp.HL Acquisitions Corp. • June 15th, 2018 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of HL Acquisitions Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Metropolitan Capital Partners II, LP shall make available to the Company certain office space, administrative, bookkeeping and support services as may be required by the Company from time to time, situated at 499 Park Avenue, 12th Floor, New York, New York 10022 (or any successor location). In exchange therefor, the Company shall pay Metropolitan Capital Partners II, LP the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until t
HL Acquisitions Corp.HL Acquisitions Corp. • July 2nd, 2018 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of HL Acquisitions Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Metropolitan Capital Partners II, LP shall make available to the Company certain office space, administrative, bookkeeping and support services as may be required by the Company from time to time, situated at 499 Park Avenue, 12th Floor, New York, New York 10022 (or any successor location). In exchange therefor, the Company shall pay Metropolitan Capital Partners II, LP the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until t
TERMINATION AGREEMENTTermination Agreement • May 13th, 2020 • HL Acquisitions Corp. • Blank checks
Reference is made to that certain Sale and Purchase Agreement, dated as of December 17, 2019 (the “Purchase Agreement”), by and among HL Acquisitions Corp. (“Buyer”), Chi Energie (Singapore) Pte. Ltd. and Sila Energy Holding Limited (“Seller”).
HL Acquisitions Corp. New York, New York 10022 EarlyBirdCapital, Inc. New York, New York 10017Letter Agreement • June 15th, 2018 • HL Acquisitions Corp. • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between HL Acquisitions Corp., a British Virgin Islands company (the “Company”), and EarlyBirdCapital, Inc., as representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, no par value (the “Ordinary Shares”), and one warrant, each warrant exercisable for one Ordinary Share (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph __ hereof.
STOCK ESCROW AGREEMENTStock Escrow Agreement • July 2nd, 2018 • HL Acquisitions Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of June 27, 2018 (“Agreement”), by and among HL ACQUISITIONS CORP., a British Virgin Islands company (“Company”), the shareholders of the Company listed on Exhibit A hereto (collectively the “Founders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
SALE AND PURCHASE AGREEMENTSale and Purchase Agreement • December 20th, 2019 • HL Acquisitions Corp. • Blank checks
This SALE AND PURCHASE AGREEMENT (as amended, modified or supplemented from time to time, this “Agreement”) is made and entered into as of December 17, 2019, by and among HL Acquisitions Corp., a British Virgin Islands business company (“Buyer”), Chi Energie (Singapore) Pte. Ltd., a limited private company organized and existing under the laws of the Republic of Singapore (the “Company”), and Sila Energy Holding Limited (“Seller”). The Buyer, Company and Seller are sometimes referred to individually as a “Party” and collectively as the “Parties”. Except as otherwise indicated, capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Section 1.1 of this Agreement.
