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”).
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
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).
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).
