Exhibit
10.5


 


HHG
Capital Corporation


40/F,
Montery Plaza


15
Chong Yip Street, Hong Kong


 


Ladies
and Gentlemen:


 


HHG
Capital Corporation (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses
or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended
(“Securities Act”), in connection with its initial public offering (“IPO”), pursuant to a registration
statement on Form S-1 (“Registration Statement”).


 


The
undersigned hereby commits that it will purchase 216,500 units of the Company (“Private Units”), each Private Unit
consisting of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”) and one warrant
(the “Warrants”) entitling its holder to purchase 3/4 of one Ordinary Share, at $10.00 per Private Unit, for a purchase
price of $2,165,000 (the “Private Unit Purchase Price”).


 


The
undersigned hereby agrees that it will purchase an additional amount of units of the Company (“Over-Allotment Units”),
up to a maximum of 13,500 Over-Allotment Units, or a maximum purchase price of $135,000 (“Over-Allotment Unit Purchase Price”,
together with the Private Unit Purchase Price, the “Purchase Price”), in the event Kingswood Capital Markets, division
of Benchmark Investments, Inc. (“Kingswood”) exercises its over-allotment option, such that the amount held in the
trust account (as described in the Registration Statement) does not fall below $10.00 per share for each Ordinary Share sold in
the IPO.


 


At
least twenty-four (24) hours prior to the effective date of the Registration Statement, the undersigned will cause the Private
Unit Purchase Price to be delivered to Loeb & Loeb LLP (“Loeb”), counsel for the Company, by wire transfer as
set forth in the instructions attached as Exhibit A to hold in a non-interest bearing account until the Company consummates the
IPO.


 


The
consummation of the purchase and issuance of the Private Units shall occur simultaneously with the consummation of the IPO and
the consummation of the purchase and issuance of the Over-Allotment Units shall occur simultaneously with the closing of any exercise
of the over-allotment option related to the IPO. Simultaneously with the consummation of the IPO, Loeb shall deposit the Private
Unit Purchase Price, without interest or deduction, into the trust fund (“Trust Fund”) established by the Company
for the benefit of the Company’s public shareholders as described in the Registration Statement. If the Company does not
complete the IPO within ten (10) days from the date of this letter, the Private Unit Purchase Price (without interest or deduction)
will be returned to the undersigned.


 


Each
of the Company, and the undersigned acknowledges and agrees that Loeb is serving hereunder solely as a convenience to the parties
to facilitate the purchase of the Private Units and Loeb’s sole obligation under this letter agreement is to act with respect
to holding and disbursing the Private Unit Purchase Price as described above. Loeb shall not be liable to the Company, Kingswood
or the undersigned or any other person or entity in respect of any act or failure to act hereunder or otherwise in connection
with performing its services hereunder unless Loeb has acted in a manner constituting gross negligence or willful misconduct.
The Company and the undersigned shall indemnify Loeb against any claim made against it (including reasonable attorney’s
fees) by reason of it acting or failing to act in connection with this letter agreement except as a result of its gross negligence
or willful misconduct. Loeb may rely and shall be protected in acting or refraining from acting upon any written notice, instruction
or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party
or parties.


 




    	 



    	 



    

 


The
Private Units and Over-Allotment Units will be identical to the units to be sold by the Company in the IPO. Additionally, the
undersigned agrees:


 


	 	●	|to
    vote the Ordinary Shares included in the Private Units and Over-Allotment Units in favor of any proposed Business Combination;
	 	 	 
	 	●	|not
    to propose, or vote in favor of, an amendment to the Company’s Amended and Restated Memorandum and Articles of Association
    that would affect the substance or timing of the Company’s obligation to redeem 100% of the Company’s Ordinary
    Shares sold in the IPO if the Company does not complete an initial Business Combination within 12 (or up to 18) months from
    the closing of the IPO, unless the Company provides the holders of Ordinary Shares sold in the IPO with the opportunity to
    redeem their Ordinary Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate
    amount of the Trust Fund, including interest earned on Trust Fund and not previously released to the Company to pay the Company’s
    franchise and income taxes, divided by the number of then outstanding Ordinary Shares sold in the IPO; 
	 	 	 
	 	●	|not
    to convert any Ordinary Shares included in the Private Units and Over-Allotment Units into the right to receive cash from
    the Trust Fund in connection with a shareholder vote to approve either a Business Combination or an amendment to the provisions
    of the Company’s Amended and Restated Memorandum and Articles of Association, and not to tender the Private Units and
    Over-Allotment Units in connection with a tender offer conducted prior to the closing of a Business Combination;
	 	 	 
	 	●	|the
    undersigned will not participate in any liquidation distribution with respect to the Private Units and Over-Allotment Units
    (but will participate in liquidation distributions with respect to any units or Ordinary Shares purchased by the undersigned
    in the IPO or in the open market) if the Company fails to consummate a Business Combination; 
	 	 	 
	 	●	|that
    the Private Units, Over-Allotment Units and underlying securities will not be transferable until after the consummation of
    a Business Combination except (i) to the Company’s pre-IPO shareholders, or to the Company’s officers, directors,
    advisors and employees, (ii) transfers to the undersigned’s affiliates or its members upon its liquidation, (iii) to
    relatives and trusts for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v)
    pursuant to a qualified domestic relations order, (vi) by certain pledges to secure obligations incurred in connection with
    purchases of the Company’s securities, (vii) by private sales made in connection with the consummation of a Business
    Combination at prices no greater than the price at which the Private Units were originally purchased or (viii) to the Company
    for cancellation in connection with the consummation of a Business Combination, in each case (except for clause viii) where
    the transferee agrees to the terms of the transfer restrictions; and
	 	 	 
	 	●	|the
    Private Units and Over-Allotment Units will include any additional terms or restrictions as is customary in other similarly
    structured blank check company offerings or as may be reasonably required by the underwriters in the IPO in order to consummate
    the IPO, each of which will be set forth in the Registration Statement.


 


The
undersigned acknowledges and agrees that the purchaser of the Private Units and Over-Allotment Units will execute agreements in
form and substance typical for transactions of this nature necessary to effectuate the foregoing agreements and obligations prior
to the consummation of the IPO as are reasonably acceptable to the undersigned, including but not limited to an insider letter.


 


The
undersigned hereby represents and warrants that:


 


	 	(a)	it
    has been advised that the Private Units and Over-Allotment Units have not been registered under the Securities Act; 
	 	 	 
	 	(b)	it
    will be acquiring the Private Units and Over-Allotment Units for its account for investment purposes only; 


 




    	 



    	 



    

 


	 	(c)	it
    has no present intention of selling or otherwise disposing of the Private Units and Over-Allotment Units in violation of the
    securities laws of the United States; 
	 	 	 
	 	(d)	it
    is an “accredited investor” as defined by Rule 501 of Regulation D promulgated under the Securities Act of 1933,
    as amended; 
	 	 	 
	 	(e)	it
    has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons
    acting on its behalf concerning the terms and conditions of the offer made hereunder; 
	 	 	 
	 	(f)	it
    is familiar with the proposed business, management, financial condition and affairs of the Company;
	 	 	 
	 	(g)	it
    has full power, authority and legal capacity to execute and deliver this letter and any documents contemplated herein or needed
    to consummate the transactions contemplated in this letter; and
	 	 	 
	 	(h)	this
    letter constitutes its legal, valid and binding obligation, and is enforceable against it.


 


This
letter agreement constitutes the entire agreement between the undersigned and the Company with respect to the purchase of the
Private Units and Over-Allotment Units, and supersedes all prior and contemporaneous understandings, agreements, representations
and warranties, both written and oral, with respect to the same.


  


	 	Very
    truly yours,
	 	 	 
	 	HHG
    Capital Fund SP
	 	 	 
	 	By:	 
	 	Name:
    	Kin
    (Stephen) Sze
	 	Title:
    	Authorized
    Signatory


 


	Accepted
    and Agreed:	 
	 	 	 
	HHG
    CAPITAL CORPORATION 	 
	 	 	 
	By:		 
	Name:	Kin
    (Stephen) Sze	 
	Title:	Chief
    Executive Officer	 


 




    	 



    	 



    

 


Exhibit
A


 


Wire
Instructions


 


Bank
Name: Citigroup Private Bank


Bank
Address: 153 East 53rd Street


New
York, NY 10022


Account
Name: Loeb & Loeb LLP – Trust Account


Account
Number: 24576266


Routing/ABA
Number (Domestic Wires): 021000089


Swift
Code (Foreign Wire): CITIUS33


Note:
HHG 235898/10001