Exhibit
10.1


 


____,
2021


 


HHG
Capital Corporation


40/F,
Montery Plaza


15
Chong Yip Street, Hong Kong


 


Kingswood
Capital Markets,


division
of Benchmark Investments, Inc.


17
Battery Pl Suite 625


New
York, NY 10004


 


Brookline
Capital Markets,


a
division of Arcadia Securities, LLC


600
Lexington Avenue, 33rd Floor


New
York, NY 10022


 


	 	Re:	Initial
    Public Offering


 


Ladies
and Gentlemen:


 


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.


 


In
order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in
recognition of the benefit that such IPO will confer upon the undersigned as a shareholder of the Company, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the
Company as follows:


 


1.
If the Company solicits approval of its shareholders of a Business Combination, the undersigned will vote all Ordinary Shares
beneficially owned by him, her or it, whether acquired before, in or after the IPO, in favor of such Business Combination.


 


2.
(a) Unless the Company’s stockholders are previously given the option to redeem their shares in connection with amending
applicable documents to extend the time that the Company has to complete a Business Combination and that the Company fails to
consummate a Business Combination within 12 (or up to 18) months from the closing of the Company’s IPO from the closing
of the Company’s IPO, the undersigned shall take all reasonable steps to (i) cause the Trust Fund to be liquidated and distributed
to the holders of the IPO Shares and (ii) cause the Company to liquidate as soon as reasonably practicable.


 




    	 



    	 



    

 


(b)
The undersigned hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Fund
and any remaining net assets of the Company as a result of such liquidation with respect to his, her or its Insider Shares [including
any shares underlying the Private Units]1 (“Claim”) and hereby waives any Claim the undersigned
may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse
against the Trust Fund for any reason whatsoever. [The undersigned acknowledges and agrees that there will be no distribution
from the Trust Fund with respect to any Warrants or Rights underlying the Private Units, all of which will terminate on the Company’s
liquidation.]2


 


[(c)
In the event of the liquidation of the Trust Fund, the undersigned agrees to indemnify and hold harmless the Company against any
and all loss, liability, claims, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses
reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened, or any claim
whatsoever) which the Company may become subject as a result of any claim by any vendor or other person who is owed money by the
Company for services rendered or products sold or contracted for, but only to the extent necessary to ensure that such loss, liability,
claim, damage or expense does not reduce the amount of funds in the Trust Fund; provided, that such indemnity shall not apply
if such vendor or other person has executed an agreement waiving any claims against the Trust Fund.]3


 


3.
[In the event that the Company does not consummate a Business Combination and must liquidate and its remaining net assets are
insufficient to complete such liquidation, the undersigned agrees to advance such funds necessary to complete such liquidation
and agrees not to seek recourse for such expenses.]4


 


4.
The undersigned will escrow all of his, her or its Insider Shares pursuant to the terms of a Stock Escrow Agreement, which the
Company will enter into with the undersigned and an escrow agent acceptable to the Company.


 


5.
[The undersigned agrees that until the Company consummates a Business Combination, the undersigned’s Private Units will
be subject to the transfer restrictions described in the Subscription Agreement relating to the undersigned’s Private Units.]5


 


6.
In order to minimize potential conflicts of interest which may arise from multiple affiliations, the undersigned agrees to present
to the Company for its consideration, prior to presentation to any other person or entity, any suitable opportunity to acquire
a target business, until the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company,
subject to any pre-existing fiduciary and contractual obligations the undersigned might have.


 





 






1NTD:
Only include for HHG Capital Fund SP.


2NTD:
Only include for HHG Capital Fund SP.


3NTD:
Only include for HHG Capital Fund SP.


4NTD:
Only include for HHG Capital Fund SP.


5NTD:
Only include for HHG Capital Fund SP.


 




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7.
The undersigned acknowledges and agrees that prior to entering into a Business Combination with a target business that is affiliated
with any Insiders of the Company or their affiliates, including any company that is a portfolio company of, or otherwise affiliated
with, or has received financial investment from, an entity with which any Insider or their affiliates is affiliated, such transaction
must be approved by a majority of the Company’s disinterested independent directors and the Company must obtain an opinion
from an independent investment banking firm that such Business Combination is fair to the Company’s unaffiliated shareholders
from a financial point of view.


 


8.
Neither the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to
receive and will not accept any compensation or other cash payment prior to, or for services rendered in connection with, the
consummation of the Business Combination; provided that the Company shall be allowed to repay in cash upon consummation
of the Business Combination (i) working capital loans made by the undersigned to the Company and (ii) loans made by the
undersigned to the Company in connection with the extension of the period of time in which the Company has to consummate a Business
Combination. Notwithstanding the foregoing, the undersigned and any affiliate of the undersigned shall be entitled to reimbursement
from the Company for their out-of-pocket expenses incurred in connection with identifying, investigating and consummating a Business
Combination.


 


9.
Neither the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to
receive or accept a finder’s fee or any other compensation in the event the undersigned, any member of the family of the
undersigned or any affiliate of the undersigned originates a Business Combination.


 


10.
[The undersigned agrees to be a director/officer of the Company until the earlier of the consummation by the Company of a Business
Combination or the liquidation of the Company. The undersigned’s biographical information previously furnished to the Company
and the Representative is true and accurate in all material respects, does not omit any material information with respect to the
undersigned’s biography and contains all of the information required to be disclosed pursuant to Item 401 of Regulation
S-K, promulgated under the Securities Act of 1933.]6 The undersigned’s FINRA Questionnaire previously furnished
to the Company and the Representative is true and accurate in all material respects. The undersigned represents and warrants that:


 


	 	(a)	He,
    she or it has never had a petition under the federal bankruptcy laws or any state insolvency law been filed by or against
    (i) him, her or it, or any partnership in which he or she was a general partner at or within two years before the time of
    filing; or (ii) any corporation or business association of which he or she was an executive officer at or within two years
    before the time of such filing;


 





 






6NTD:
Only remove for HHG Capital Fund SP and Forever Happiness Limited.


 




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	 	(b)	He,
    she or it has never had a receiver, fiscal agent or similar officer been appointed by a court for his business or property,
    or any such partnership;
	 	 	 
	 	(c)	He,
    she or it has never been convicted of fraud in a civil or criminal proceeding;
	 	 	 
	 	(d)	He,
    she or it has never been convicted in a criminal proceeding or named the subject of a pending criminal proceeding (excluding
    traffic violations and minor offenses);
	 	 	 
	 	(e)	He,
    she or it has never been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of
    any court of competent jurisdiction, permanently or temporarily enjoining or otherwise limiting him, her or it from (i) acting
    as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage
    transaction merchant, any other person regulated by the Commodity Futures Trading Commission (“CFTC”) or an associated
    person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated
    person, director or employee of any investment company, bank, savings and loan association or insurance company, or from engaging
    in or continuing any conduct or practice in connection with any such activity; or (ii) engaging in any type of business practice;
    or (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with
    any violation of federal or state securities or federal commodities laws;
	 	 	 
	 	(f)	He,
    she, or it has never been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of
    any federal or state authority barring, suspending or otherwise limiting for more than 60 days his, her or its right to engage
    in any activity described in 10(e)(i) above, or to be associated with persons engaged in any such activity;
	 	 	 
	 	(g)	He,
    she, or it has never been found by a court of competent jurisdiction in a civil action or by the SEC to have violated any
    federal or state securities law, where the judgment in such civil action or finding by the SEC has not been subsequently reversed,
    suspended or vacated;
	 	 	 
	 	(h)	He,
    she, or it has never been found by a court of competent jurisdiction in a civil action or by the CFTC to have violated any
    federal commodities law, where the judgment in such civil action or finding by the CFTC has not been subsequently reversed,
    suspended or vacated;
	 	 	 
	 	(i)	He,
    she, or it has never been the subject of, or a party to, any Federal, State or foreign judicial or administrative order, judgment,
    decree or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (i) any Federal, State
    or foreign securities or commodities law or regulation, (ii) any law or regulation respecting financial institutions or insurance
    companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil
    money penalty or temporary or permanent cease-and desist order, or removal or prohibition order or (iii) any law or regulation
    prohibiting mail or wire fraud or fraud in connection with any business entity;


 




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	 	(j)	He,
    she or it has never been the subject of, or party to, any sanction or order, not subsequently reversed, suspended or vacated,
    or any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization
    that has disciplinary authority over its members or persons associated with a member;
	 	 	 
	 	(k)	He,
    she or it has never been convicted of any felony or misdemeanor: (i) in connection with the purchase or sale of any security;
    (ii) involving the making of any false filing with the SEC; or (iii) arising out of the conduct of the business of an underwriter,
    broker, dealer, municipal securities dealer, investment advisor or paid solicitor of purchasers of securities;
	 	 	 
	 	(l)	He,
    she or it was never subject to a final order of a state or foreign securities commission (or an agency of officer of a state
    performing like functions); a state or foreign authority that supervises or examines banks, savings associations, or credit
    unions; a state or foreign insurance commission (or an agency or officer of a state performing like functions); an appropriate
    federal or foreign banking agency; the CFTC; or the National Credit Union Administration that is based on a violation of any
    law or regulation that prohibits fraudulent, manipulative, or deceptive conduct;
	 	 	 
	 	(m)	He,
    she or it has never been subject to any order, judgment or decree of any court of competent jurisdiction, that, at the time
    of the sale of the Units, restrained or enjoined him, her or it from engaging or continuing to engage in any conduct or practice:
    (i) in connection with the purchase or sale of any security; (ii) involving the making of any false filing with the SEC or
    any foreign regulatory agency with similar functions; or (iii) arising out of the conduct of the business of an underwriter,
    broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities;
	 	 	 
	 	(n)	He,
    she or it has never been subject to any order of the SEC or any foreign regulatory agency with similar functions that orders
    him, her or it to cease and desist from committing or causing a future violation of: (i) any scienter-based anti-fraud provision
    of the federal securities laws, including, but not limited to, Section 17(a)(1) of the Securities Act, Section 10(b) of the
    Exchange Act and Rule 10b-5 thereunder, Section 15(c) and Section 206(1) of the Advisers Act or any other rule or regulation
    thereunder; or (ii) Section 5 of the Securities Act;


 




    	5



     


    

 


	 	(o)	He,
    she or it has never filed (as a registrant or issuer), or been named as an underwriter in any registration statement or Regulation
    A offering statement filed with the SEC that was the subject of a refusal order, stop order, or order suspending the Regulation
    A exemption, or is, currently, the subject of an investigation or proceeding to determine whether a stop order or suspension
    order should be issued;
	 	 	 
	 	(p)	He,
    she or it has never been subject to a United States Postal Service false representation order, or is currently subject to
    a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service
    to constitute a scheme or device for obtaining money or property through the mail by means of false representations;
	 	 	 
	 	(q)	He,
    she or it is not subject to a final order of a state securities commission (or an agency of officer of a state performing
    like functions); a state authority that supervises or examines banks, savings associations, or credit unions; a state insurance
    commission (or an agency or officer of a state performing like functions); an appropriate federal banking agency; the CFTC;
    or the National Credit Union Administration that bars the undersigned from: (i) association with an entity regulated by such
    commission, authority, agency or officer; (ii) engaging in the business of securities, insurance or banking; or (iii) engaging
    in savings association or credit union activities;
	 	 	 
	 	(r)	He,
    she or it is not subject to an order of the SEC entered pursuant to section 15(b) or 15B(c) of the Securities Exchange Act
    of 1934 (the “Exchange Act”) or section 203(e) or 203(f) of the Investment Advisers Act of 1940 (the “Advisers
    Act”) that: (i) suspends or revokes the undersigned’s registration as a broker, dealer, municipal securities dealer
    or investment adviser; (ii) places limitations on the activities, functions or operations of, or imposes civil money penalties
    on, such person; or (iii) bars the undersigned from being associated with any entity or from participating in the offering
    of any penny stock; and
	 	 	 
	 	(s)	He,
    she or it has never been suspended or expelled from membership in, or suspended or barred from association with a member of,
    a securities self-regulatory organization (e.g., a registered national securities exchange or a registered national or affiliated
    securities association) for any act or omission to act constituting conduct inconsistent with just and equitable principles
    of trade.


 


11.
The undersigned has full right and power, without violating any agreement by which he, she or it is bound, to enter into this
letter agreement [and to serve as a Director and/or officer of the Company]7. 


 





 






7NTD: Only
remove for HHG Capital Fund SP and Forever Happiness Limited.


 




    	6



     


    

 


12.
The undersigned hereby waives his, her or its right to exercise redemption rights with respect to any Ordinary Shares owned or
to be owned by the undersigned, directly or indirectly (or to sell such shares to the Company in a tender offer), whether purchased
by the undersigned prior to the IPO, in the IPO or in the aftermarket, and agrees that he, she or it will not seek redemption
with respect to or otherwise sell, such shares in connection with any vote to approve a Business Combination with respect thereto,
a vote to amend the provisions of the Company’s Amended and Restated Memorandum and Articles of Association, or a tender
offer by the Company prior to a Business Combination.


 


13.
The undersigned hereby agrees to not propose, or vote in favor of, an amendment to the Company’s Amended and Restated Memorandum
and Articles of Association with respect to the Company’s pre-Business Combination activities prior to the consummation
of a Business Combination unless the Company offers holders of IPO Shares the right to receive their pro rata portion of the funds
then held in the Trust Fund.


 


14.
In connection with Section 5-1401 of the General Obligations Law of the State of New York, this letter agreement shall be governed
by, and construed in accordance with, the laws of the State of New York without regard to principles of conflicts of law that
would result in the application of the substantive law of another jurisdiction. The parties hereto agree that any action, proceeding
or claim arising out of or relating in any way to this letter agreement shall be resolved through final and binding arbitration
in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration
shall be brought before the AAA International Center for Dispute Resolution’s offices in New York City, New York, will be
conducted in English and will be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that
the arbitrator panel’s decision shall be final and enforceable by any court having jurisdiction over the party from whom
enforcement is sought. The cost of such arbitrators and arbitration services, together with the prevailing party’s legal
fees and expenses, shall be borne by the non-prevailing party or as otherwise directed by the arbitrators.


 


15.
As used herein, (i) a “Business Combination” shall mean a merger, share exchange, asset acquisition,
contractual arrangement, share purchase, recapitalization, reorganization or other similar business combination with one or more
businesses or entities; (ii) “Insiders” shall mean all officers, directors and shareholders of the Company
immediately prior to the IPO; (iii) “Insider Shares” shall mean all of the Ordinary Shares of the Company
acquired by an Insider prior to the IPO and any Ordinary Shares underlying the Private Units; (iv) “IPO Shares”
shall mean the Ordinary Shares issued in the Company’s IPO; (v) [“Private Units” shall mean (x)
the Units purchased in the private placement taking place simultaneously with the consummation of the Company’s IPO and
(y) the additional Units that may be purchased in connection with the exercise of the over-allotment option by the underwriters
in the IPO as described in the Registration Statement;]8 (vi) “Registration Statement” means
the registration statement on Form S-1 filed by the Company with respect to the IPO; and (vii) “Trust Fund”
shall mean the trust fund into which a portion of the net proceeds of the Company’s IPO will be deposited.


 





 






8NTD: Only
include for HHG Capital Fund SP.


 




    	7



     


    

 


16.
Any notice, consent or request to be given in connection with any of the terms or provisions of this letter agreement shall be
in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested),
by hand delivery, by electronic mail or by facsimile transmission.


 


If
to the Representative:


 


Kingswood
Capital Market,


division
of Benchmark Investments, Inc.


17
Battery Place, Suite 625


New
York, NY 10004


Attn:
Joseph T. Rallo


Email:
jrallo@kingswoodcm.com


 


with
a copy (which copy shall not constitute notice) to:


 


Nelson
Mullins Riley & Scarborough LLP


101
Constitution Avenue,


Washington
D.C., 20001


Attn:
Andy Tucker, Esq.


Email:
andy.tucker@nelsonmullins.com


 


If
to the Company:


 


HHG
Capital Corporation


 


40/F,
Montery Plaza


15
Chong Yip Street, Hong Kong


Attn:
Kin (Stephen) Sze, Chief Executive Officer


Email:
stephen.sze@silverbricks.com.hk


 


with
a copy (which copy shall not constitute notice) to:


 


Loeb
& Loeb LLP


345
Park Avenue


New
York, NY 10154


Attn:
Lawrence Venick, Esq.


Email:
lvenick@loeb.com


 


17.
No party hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the
prior written consent of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual
and shall not operate to transfer or assign any interest or title to the purported assignee. This letter agreement shall be binding
on the parties hereto and any successors and assigns thereof.


 


18.
This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter
hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral,
to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement
may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision,
except by a written instrument executed by all parties hereto.


 




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19.
The undersigned acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations
and warranties set forth herein in proceeding with the IPO. Nothing contained herein shall be deemed to render the Underwriters
a representative of, or a fiduciary with respect to, the Company, its shareholders or any creditor or vendor of the Company with
respect to the subject matter hereof.


 


[Signature
pages follow]


 


	 	 	HHG
    Capital Fund SP
	 	 	 
	 	By:	 
	 	Name:	[*]
	 	Title:	[*]
	 	 	 
	 	 	 
	 	 	Kin
    (Stephen) Sze
	 	 	 
	 	 	 
	 	 	Ngai
    Wing (Stephen) Chong
	 	 	 
	 	 	 
	 	 	Dr.
    Augustine Chow
	 	 	 
	 	 	 
	 	 	Dr.
    Hiu Man (Elliott) Cheng
	 	 	 
	 	 	 
	 	 	Dr.
    Clive Tsang
	 	 	 
	 	 	 
	 	 	Forever
    Happiness Limited
	 	 	 
	 	By:	 
	 	Name:	[*]
	 	Title:	[*]


 




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