HHG CAPITAL CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • March 16th, 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 Kingswood Capital Markets, division of Benchmark Investments, Inc. (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 • March 16th, 2021 • HHG Capital Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [*], 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 16th, 2021 • HHG Capital Corp • Blank checks • New York
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 Corporation 40/F, Montery Plaza Kingswood Capital Markets, division of Benchmark Investments, Inc. New York, NY 10004 Brookline Capital Markets, a division of Arcadia Securities, LLC New York, NY 10022Underwriting Agreement • March 16th, 2021 • HHG Capital 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 HHG Capital Corporation, a British Virgin Islands company (the “Company”), and Kingswood Capital Markets, division of Benchmark Investments, Inc., as Representative (the “Representative”) of the several underwriters named on Schedule A 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, par value $0.0001 per share (the “Ordinary Shares”) and one redeemable warrant, each warrant entitling its holder to purchase 3/4 of one Ordinary Share at an exercise price of $11.50 per full share (the “Warrants”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
STOCK ESCROW AGREEMENTStock Escrow Agreement • March 16th, 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”).
