0001493152-21-015556 Sample Contracts

HHG CAPITAL CORPORATION UNDERWRITING AGREEMENT
Underwriting Agreement • June 29th, 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:

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 29th, 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”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • June 29th, 2021 • HHG Capital Corp • Blank checks • New York

This Agreement, made and entered into effective as of [●], 2021 (“Agreement”), by and between HHG Capital Corporation, a British Virgin Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”).

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • June 29th, 2021 • HHG Capital Corp • Blank checks • New York

This Extension Letter shall serve as the notice required with respect to Extension prior to the Applicable Deadline. Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.

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