HHG CAPITAL CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • September 23rd, 2021 • HHG Capital Corp • Blank checks • New York
HHG Capital Corporation, a British Virgin Islands business company with limited liability (the “Company”), hereby confirms its agreement with EF Hutton, division of Benchmark Investments, LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 23rd, 2021 • HHG Capital Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the September 20, 2021, by and among HHG Capital Corporation, a British Virgin Islands company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
WARRANT AGREEMENTWarrant Agreement • September 23rd, 2021 • HHG Capital Corp • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of September 20, 2021 between HHG Capital Corporation, a British Virgin Islands company, with office at 1 Commonwealth Lane, #03-20, Singapore, 149544 (“Company”), and American Stock Transfer & Trust Company, LLC, a New York limited purpose trust company, with offices at 6201 15th Avenue, Brooklyn, NY 11219, as warrant agent (“Warrant Agent”).
RIGHTS AGREEMENTRights Agreement • August 23rd, 2021 • HHG Capital Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [ ], 2021 between HHG Capital Corporation, a British Virgin Islands company, with its principal executive office at 1 Commonwealth Lane, #03-20, Singapore, 149544 (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, with offices at 6201 15th Avenue, Brooklyn, NY 11219 (the “Right Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 23rd, 2021 • HHG Capital Corp • Blank checks • New York
This Agreement, made and entered into effective as of September 20, 2021 (“Agreement”), by and between HHG Capital Corporation, a British Virgin Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 23rd, 2021 • HHG Capital Corp • Blank checks • New York
This Agreement is made as of September 20, 2021 by and between HHG Capital Corporation (the “Company”) and American Stock Transfer & Trust Company, LLC, as trustee (“Trustee”).
WARRANT AGREEMENTWarrant Agreement • March 16th, 2021 • HHG Capital Corp • Blank checks • New York
This Warrant Agreement (“Warrant Agreement”) is made as of [*], 2021, by and between HHG Capital Corporation, a British Virgin Islands company (the “Company”), and American Stock Transfer & Trust Company, LLC (the “Warrant Agent”).
HHG Capital CorporationUnderwriting Agreement • September 23rd, 2021 • HHG Capital Corp • Blank checks • New York
STOCK ESCROW AGREEMENTStock Escrow Agreement • August 23rd, 2021 • HHG Capital Corp • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of [*], 2021 (“Agreement”), by and among HHG CAPITAL CORPORATION, a British Virgin Islands Company (the “Company”), the initial shareholders listed on Exhibit A attached hereto (each, an “Initial Shareholder” and collectively the “Initial Shareholders”) and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company (the “Escrow Agent”).
AGREEMENT AND PLAN OF MERGER dated August 2, 2023 by and among HHG Capital Corporation, a British Virgin Islands business company, Perfect Hexagon Holdings Limited, a British Virgin Islands business company, Perfect Acquisitions Limited, a British...Agreement and Plan of Merger • August 4th, 2023 • HHG Capital Corp • Blank checks • New York
This AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of August 2, 2023 (the “Signing Date”), by and among HHG Capital Corporation, a British Virgin Islands business company (“Parent”), Perfect Hexagon Holdings Limited, a British Virgin Islands business company and wholly owned subsidiary of Parent (“Purchaser”), Perfect Acquisitions Limited, a British Virgin Islands business company and wholly owned subsidiary of Purchaser (“Merger Sub”) and Perfect Hexagon Group Limited, a British Virgin Islands business company (the “Company”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • September 23rd, 2021 • HHG Capital Corp • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of September 20, 2021 (“Agreement”), by and among HHG CAPITAL CORPORATION, a British Virgin Islands Company (the “Company”), the initial shareholders listed on Exhibit A attached hereto (each, an “Initial Shareholder” and collectively the “Initial Shareholders”) and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company (the “Escrow Agent”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 4th, 2023 • HHG Capital Corp • Blank checks • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) effective as of the [•] day of [•], 2023, is made and entered into by and among HHG Capital Corporation, a British Virgin Islands business company (the “Parent”), Perfect Hexagon Holdings Limited, a British Virgin Islands business company (the “Purchaser” or “Company”), Perfect Hexagon Group Limited, a British Virgin Islands exempted company (the “PHGL”), and each of the undersigned parties that are Pre-IPO Investors (as defined below), and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement (together with the Pre-IPO Investors, the “Existing Holders”), and the undersigned parties listed as New Holders on the signature pages hereto (each such party, together with any person or entity deemed a “New Holder” who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “New Holder” and collectively the “New Holders”). Existing
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 25th, 2023 • HHG Capital Corp • Blank checks
This Amendment No. 2 (this “Amendment”), dated as of September 22, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between HHG Capital Corporation (the “Company”) and Equiniti Trust Company, LLC (formerly known as American Stock Transfer & Trust Company, LLC), as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • August 4th, 2023 • HHG Capital Corp • Blank checks
This SPONSOR SUPPORT AGREEMENT, dated as of August 2, 2023 (this “Agreement”), is entered into by and among the stockholder(s) listed on Exhibit A hereto (each, a “Shareholder”), Perfect Hexagon Group Limited, a British Virgin Islands business company (the “Company”), and HHG Capital Corporation, a British Virgin Islands business company (“Parent”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
RIGHTS AGREEMENTRights Agreement • September 23rd, 2021 • HHG Capital Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of September 20, 2021 between HHG Capital Corporation, a British Virgin Islands company, with its principal executive office at 1 Commonwealth Lane, #03-20, Singapore, 149544 (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, with offices at 6201 15th Avenue, Brooklyn, NY 11219 (the “Right Agent”).
LOCK-UP AGREEMENTLock-Up Agreement • August 4th, 2023 • HHG Capital Corp • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of _________, 2023, by and between the undersigned (the “Holder”) and Perfect Hexagon Holdings Limited, a British Virgin Islands business company (“Purchaser”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Merger Agreement (as defined below).
Administrative Service AgreementAdministrative Service Agreement • August 23rd, 2021 • HHG Capital Corp • Blank checks
This Administrative Service Agreement (the “Agreement”) dated this the day of , 2021 is between Ms. Leung Po Yi, herein referred to as “Service Provider” and HHG Capital Corporation, herein referred to as “Customer”.
Administrative Service AgreementAdministrative Service Agreement • September 23rd, 2021 • HHG Capital Corp • Blank checks
This Administrative Service Agreement (the “Agreement”) dated this 20th the day of September, 2021 is between Ms. Leung Po Yi, herein referred to as “Service Provider” and HHG Capital Corporation, herein referred to as “Customer”.
