Exhibit
4.2


 


RIGHTS
AGREEMENT


 


This
Rights Agreement (this “Agreement”) is made as of September 20, 2021 between HHG Capital Corporation, a British Virgin
Islands company, with its principal executive office at 1 Commonwealth Lane, #03-20, Singapore, 149544 (the “Company”), and
American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, with offices at 6201 15th Avenue, Brooklyn,
NY 11219 (the “Right Agent”).


 


WHEREAS,
the Company has received a firm commitment from EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”), as representative
of the several underwriters, to purchase up to an aggregate of 5,750,000 units, each unit (“Unit”) comprised of one ordinary
share of the Company, par value $0.0001 each (the “Ordinary Shares”), one Redeemable Warrant entitling the holder to purchase
three-fourths (3/4) of an Ordinary Share, and one right to receive one-tenth of one Ordinary Share (a “Public Right”) upon
the happening of the triggering event described herein, and in connection therewith, will issue and deliver up to an aggregate of 5,750,000
Public Rights upon consummation of such public offering, 750,000 of which are attributable to the over-allotment option (“Public
Offering”);


 


WHEREAS,
simultaneously with the consummation of the Public Offering, the Company will issue and deliver an aggregate of up to 255,000 rights
underlying private units (the “Private Rights”);


 


WHEREAS,
the Company may issue up to an additional 500,000 rights, which will be identical to the Private Rights, included in the units issuable
in consideration of certain working capital loans that may be made by Mr. Hooy Kok Wai, the Company’s sponsor, or the Company’s
officers, directors or affiliates (together with the Public Rights, the Private Rights, and along with such other rights as the Company
issues from time to time hereunder, the “Rights”);


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1, File
No. 333-252885 (“Registration Statement”), for the registration, under the Securities Act of 1933, as amended (“Act”)
of, among other securities, the Public Rights and the Ordinary Shares issuable to the holders of the Public Rights;


 


WHEREAS,
the Company desires the Right Agent to act on behalf of the Company, and the Right Agent is willing to so act, in connection with the
issuance, registration, transfer and exchange of the Rights;


 


WHEREAS,
the Company desires to provide for the form and provisions of the Rights, the terms upon which they shall be issued, and the respective
rights, limitation of rights, and immunities of the Company, the Right Agent, and the holders of the Rights; and


 


WHEREAS,
all acts and things have been done and performed which are necessary to make the Rights, when executed on behalf of the Company and countersigned
by or on behalf of the Right Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the
execution and delivery of this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


	1.	Appointment
    of Right Agent. The Company hereby appoints the Right Agent to act as agent for the Company for the Rights, and the Right Agent
    hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.


 


	2.	Rights.


 


	 	2.1.	Form
    of Right. Each Right shall be issued in registered form only, shall be in substantially the form of Exhibit A hereto, the provisions
    of which are incorporated herein and shall be signed by, or bear the facsimile signature of, the Chairman of the Board or Chief Executive
    Officer and Treasurer, Secretary or Assistant Secretary of the Company and shall bear a facsimile of the Company’s seal. In
    the event the person whose facsimile signature has been placed upon any Right shall have ceased to serve in the capacity in which
    such person signed the Right before such Right is issued, it may be issued with the same effect as if he or she had not ceased to
    be such at the date of issuance.


 




    	 



    	 



    

 





	 	2.2.	Effect
    of Countersignature. Unless and until countersigned by the Right Agent pursuant to this Agreement, a Right shall be invalid and
    of no effect and may not be exchanged for Ordinary Shares. 
	 	 	 
	 	2.3.	Registration.


 


	 	2.3.1.	Right
    Register. The Right Agent shall maintain books (“Right Register”) for the registration of original issuance and the
    registration of transfer of the Rights. Upon the initial issuance of the Rights, the Right Agent shall issue and register the Rights
    in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the
    Right Agent by the Company.
	 	 	 
	 	2.3.2.	Registered
    Holder. Prior to due presentment for registration of transfer of any Right, the Company and the Right Agent may deem and treat
    the person in whose name such Right shall be registered upon the Right Register (“registered holder”) as the absolute
    owner of such Right and of each Right represented thereby (notwithstanding any notation of ownership or other writing on the Right
    Certificate made by anyone other than the Company or the Right Agent), for the purpose of the exchange thereof, and for all other
    purposes, and neither the Company nor the Right Agent shall be affected by any notice to the contrary.


 


	 	2.4.	Detachability
    of Rights. The securities comprising the Units, including the Rights, will not be separately transferable until the fifty-second
    (52nd) Business Day (as defined below) after the date hereof unless EF Hutton informs the Company of its decision to allow earlier
    separate trading, but in no event will separate trading of the securities comprising the Units begin until (i) the Company files
    a Current Report on Form 8-K which includes an audited balance sheet reflecting the receipt by the Company of the gross proceeds
    of the Public Offering including the proceeds received by the Company from the exercise of the over-allotment option, if the over-allotment
    option is exercised on the date hereof, and (ii) the Company issues a press release and files a Current Report on Form 8-K announcing
    when such separate trading shall begin. For purposes of this Agreement, Business Day shall means a day, other than a Saturday, Sunday
    or federal holiday, on which banks in New York City are generally open for normal business.


 


	3.	Terms
    and Exchange of Rights.


 


	 	3.1.	Rights.
    Each Right shall entitle the holder thereof to receive one-tenth of one Ordinary Share upon the happening of the Exchange Event (described
    below). No additional consideration shall be paid by a holder of Rights in order to receive his, her or its Ordinary Shares upon
    the Exchange Event as the purchase price for such Ordinary Shares has been included in the purchase price for the Units. In no event
    will the Company be required to net cash settle the Rights or issue fractional Ordinary Shares.
	 	 	 
	  	3.2.	Exchange
    Event. The Exchange Event shall be the Company’s consummation of an initial Business Combination (as defined in the Company’s
    Second Amended and Restated Memorandum and Articles of Association).
	 	 	 
		3.3.	Exchange
    of Rights.


 


	 	3.3.1.	Issuance
    of Certificates. As soon as practicable upon the occurrence of the Exchange Event, the Company shall direct holders of the Rights
    to return their Rights Certificates to the Right Agent. If the Company is not the surviving entity in a Business Combination, the
    holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue
    to the registered holder of such Right(s) a certificate or certificates for the number of full Ordinary Shares to which he, she or
    it is entitled, registered in such name or names as may be directed by him, her or it. Notwithstanding the foregoing, or any provision
    contained in this Agreement to the contrary, in no event will the Company be required to net cash settle the Rights. The Company
    shall not issue fractional shares upon exchange of Rights. At the time of the Exchange Event, the Company will instruct the Right
    Agent to round down to the nearest whole Ordinary Share or otherwise inform it how fractional shares will be addressed in accordance
    with British Virgin Islands law. 


 




    	 



    	 



    

 





	 	3.3.2.	Valid
    Issuance. All Ordinary Shares issued upon an Exchange Event in conformity with this Agreement shall be validly issued, fully
    paid and non-assessable.
	 	 	 
	 	3.3.3.	Date
    of Issuance. Each person in whose name any such certificate for Ordinary Shares is issued shall for all purposes be deemed to
    have become the holder of record of such shares on the date of the Exchange Event, irrespective of the date of delivery of such certificate.
	 	 	 
	  	3.3.4.	Company
    Not Surviving Following Exchange Event. If the Exchange Event results in the Company not continuing as a publicly held reporting
    entity, the definitive agreement will provide for the holders of Rights to receive the same per share consideration as the holders
    of the Ordinary Shares will receive in with the Exchange Event, for the number of shares such holder is entitled to pursuant to Section
    3.1 above.


 


	 	3.4.	Duration
    of Rights. If the Exchange Event does not occur within 12 months from the date that the registration statement is declared effective
    (or up to 21 months from the date that the registration statement is declared effective if the Company extends the period
    of time to consummate a Business Combination, as described in the Registration Statement), and such Business Combination has not
    yet been consummated within the applicable time period, the Rights shall expire and shall be worthless.
	 	 	 
	4.	Transfer
    and Exchange of Rights.
	 	 
	  	4.1.	Registration
    of Transfer. The Right Agent shall register the transfer, from time to time, of any outstanding Right upon the Right Register,
    upon surrender of such Right for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions
    for transfer. Upon any such transfer, a new Right representing an equal aggregate number of Rights shall be issued and the old Right
    shall be cancelled by the Right Agent. The Rights so cancelled shall be delivered by the Right Agent to the Company from time to
    time upon request.
	 	 	 
	  	4.2.	Procedure
    for Surrender of Rights. Rights may be surrendered to the Right Agent, together with a written request for exchange or transfer,
    and thereupon the Right Agent shall issue in exchange therefor one or more new Rights as requested by the registered holder of the
    Rights so surrendered, representing an equal aggregate number of Rights; provided, however, that in the event that a Right surrendered
    for transfer bears a restrictive legend, the Right Agent shall not cancel such Right and issue new Rights in exchange therefor until
    the Right Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether
    the new Rights must also bear a restrictive legend.
	 	 	 
	  	4.3.	Fractional
    Rights. The Right Agent shall not be required to effect any registration of transfer or exchange which will result in the issuance
    of a Right Certificate for a fraction of a Right.
	 	 	 
	  	4.4.	Service
    Charges. No service charge shall be made for any exchange or registration of transfer of Rights.


 




    	 



    	 



    

 





	 	4.5.	Adjustments
    to Conversion Ratios. The number of Ordinary Shares that the holders of Rights are entitled to receive as a result of the occurrence
    of an Exchange Event shall be equitably adjusted to reflect appropriately the effect of any share split, reverse share split, share
    dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to
    the Ordinary Shares occurring on or after the date hereof and prior to the Exchange Event.
	 	 	 
	 	4.6.	Right
    Execution and Countersignature. The Right Agent is hereby authorized to countersign and to deliver, in accordance with the terms
    of this Agreement, the Rights required to be issued pursuant to the provisions of this Section 4, and the Company, whenever required
    by the Right Agent, will supply the Right Agent with Rights duly executed on behalf of the Company for such purpose.


 


	5.	Other
    Provisions Relating to Rights of Holders of Rights.


 


	 	5.1.	No
    Rights as Shareholder. Until exchange of a Right for Ordinary Shares as provided for herein, a Right does not entitle the registered
    holder thereof to any of the rights of a shareholder of the Company, including, without limitation, the right to receive dividends,
    or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as shareholders in respect of the
    meetings of shareholders or the election of directors of the Company or any other matter.
	 	 	 
	  	5.2.	Lost,
    Stolen, Mutilated, or Destroyed Rights. If any Right is lost, stolen, mutilated, or destroyed, the Company and the Right Agent
    may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Right,
    include the surrender thereof), issue a new Right of like denomination, tenor, and date as the Right so lost, stolen, mutilated,
    or destroyed. Any such new Right shall constitute a substitute contractual obligation of the Company, whether or not the allegedly
    lost, stolen, mutilated, or destroyed Right shall be at any time enforceable by anyone.
	 	 	 
	  	5.3.	Reservation
    of Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized but unissued Ordinary
    Shares that will be sufficient to permit the exchange of all outstanding Rights issued pursuant to this Agreement.


 


	6.	Concerning
    the Right Agent and Other Matters.


 


	 	6.1.	Payment
    of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Right
    Agent in respect of the issuance or delivery of Ordinary Shares upon the exchange of Rights, but the Company shall not be obligated
    to pay any transfer taxes in respect of the Rights or such shares.
	 	 	 
	  	6.2.	Resignation,
    Consolidation, or Merger of Right Agent.


 


	 	6.2.1.	Appointment
    of Successor Right Agent. The Right Agent, or any successor to it hereafter appointed, may resign its duties and be discharged
    from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office
    of the Right Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor
    Right Agent in place of the Right Agent. If the Company shall fail to make such appointment within a period of 30 days after it has
    been notified in writing of such resignation or incapacity by the Right Agent or by the holder of the Right (who shall, with such
    notice, submit his, her or its Right for inspection by the Company), then the holder of any Right may apply to the Supreme Court
    of the State of New York for the County of New York for the appointment of a successor Right Agent at the Company’s cost. Any
    successor Right Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under the
    laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New
    York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state
    authority. After appointment, any successor Right Agent shall be vested with all the authority, powers, rights, immunities, duties,
    and obligations of its predecessor Right Agent with like effect as if originally named as Right Agent hereunder, without any further
    act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Right Agent shall execute and deliver, at
    the expense of the Company, an instrument transferring to such successor Right Agent all the authority, powers, and rights of such
    predecessor Right Agent hereunder; and upon request of any successor Right Agent the Company shall make, execute, acknowledge, and
    deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Right Agent
    all such authority, powers, rights, immunities, duties, and obligations.


 




    	 



    	 



    

 





	 	6.2.2.	Notice
    of Successor Right Agent. In the event a successor Right Agent shall be appointed, the Company shall give notice thereof to the
    predecessor Right Agent and the transfer agent for the Ordinary Shares not later than the effective date of any such appointment.
	 	 	 
	  	6.2.3.	Merger
    or Consolidation of Right Agent. Any corporation into which the Right Agent may be merged or with which it may be consolidated
    or any corporation resulting from any merger or consolidation to which the Right Agent shall be a party shall be the successor Right
    Agent under this Agreement without any further act.


 


	 	6.3.	Fees
    and Expenses of Right Agent.


 


	 	6.3.1.	Remuneration.
    The Company agrees to pay the Right Agent reasonable remuneration for its services as such Right Agent hereunder and will reimburse
    the Right Agent upon demand for all expenditures that the Right Agent may reasonably incur in the execution of its duties hereunder.
	 	 	 
	  	6.3.2.	Further
    Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged,
    and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Right Agent for the
    carrying out or performing of the provisions of this Agreement.


 


	 	6.4.	Liability
    of Right Agent.


 


	 	6.4.1.	Reliance
    on Company Statement. Whenever in the performance of its duties under this Agreement, the Right Agent shall deem it necessary
    or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such
    fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved
    and established by a statement signed by the Chief Executive Officer or Chief Financial Officer and delivered to the Right Agent.
    The Right Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this
    Agreement.
	 	 	 
	  	6.4.2.	Indemnity.
    The Right Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. Subject to Section
    6.6, the Company agrees to indemnify the Right Agent and save it harmless against any and all liabilities, including judgments, costs
    and reasonable counsel fees, for anything done or omitted by the Right Agent in the execution of this Agreement except as a result
    of the Right Agent’s gross negligence, willful misconduct, or bad faith.
	 	 	 
	  	6.4.3.	Exclusions.
    The Right Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution
    of any Right (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or
    condition contained in this Agreement or in any Right; nor shall it by any act hereunder be deemed to make any representation or
    warranty as to the authorization or reservation of any Ordinary Shares to be issued pursuant to this Agreement or any Right or as
    to whether any Ordinary Shares will, when issued, be valid and fully paid and non-assessable.


 




    	 



    	 



    

 





	 	6.5.	Acceptance
    of Agency. The Right Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms
    and conditions herein set forth.
	 	 	 
	  	6.6.	Waiver.
    The Right Agent hereby waives any right of set-off or any other right, title, interest or claim of any kind (“Claim”)
    in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the
    date hereof, by and between the Company and the Right Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement,
    payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.


 


	7.	Miscellaneous
    Provisions.


 


	 	7.1.	Successors.
    All the covenants and provisions of this Agreement by or for the benefit of the Company or the Right Agent shall bind and inure to
    the benefit of their respective successors and assigns.
	 	 	 
	  	7.2.	Notices.
    Any notice, statement or demand authorized by this Agreement to be given or made by the Right Agent or by the holder of any Right
    to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail
    or private courier service within five days after deposit of such notice, postage prepaid, addressed (until another address is filed
    in writing by the Company with the Right Agent), as follows:


 


HHG
Capital Corporation


1
Commonwealth Lane


#03-20,
Singapore, 149544


Attn:
Chee Shiong (Keith) Kok, CEO


 


Any
notice, statement or demand authorized by this Agreement to be given or made by the holder of any Right or by the Company to or on the
Right Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier
service within five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Right
Agent with the Company), as follows:


 


American
Stock Transfer & Trust Company, LLC


6201
15th Avenue


Brooklyn,
NY 11219


Attn:
Legal Department


 


and


 


Loeb
& Loeb LLP


2206-19
Jardine House


1
Connaught Place


Central,
Hong Kong SAR


Attn:
Lawrence Venick, Esq.


 


and


 


EF
Hutton,


division
of Benchmark Investments, LLC


590
Madison Avenue, 39th Floor


New
York, NY 10022


Attn:
Sam Fleischman


 


and


 



Nelson
                                            Mullins Riley & Scarborough LLP


101
Constitution Avenue NW


Suite
900


Washington,
DC 20001


Attn:
Andrew M. Tucker



 




    	 



    	 



    

  





	 	7.3.	Applicable
    Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Rights shall be governed
    in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the
    application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against
    it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or
    the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction
    shall be exclusive forum for any such action, proceeding or claim. The Company hereby waives any objection to such exclusive jurisdiction
    and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply
    to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts
    of the United States of America are the sole and exclusive forum. Any such process or summons to be served upon the Company may be
    served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it
    at the address set forth in Section 7.2 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon
    the Company in any action, proceeding or claim. 
	 	 	 
	  	7.4.	Persons
    Having Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the provisions
    hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and
    the registered holders of the Rights and, for the purposes of Sections 3.1, 3.2, 7.4 and 7.8 hereof, EF Hutton, any right, remedy,
    or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. EF Hutton
    shall be deemed to be a third-party beneficiary of this Agreement with respect to Sections 3.1, 3.2, 7.4 and 7.8 hereof. All covenants,
    conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the
    parties hereto (and EF Hutton with respect to Sections 3.1, 3.2, 7.4 and 7.8 hereof) and their successors and assigns and of the
    registered holders of the Rights.
	 	 	 
	  	7.5.	Examination
    of this Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Right Agent in the
    Borough of Manhattan, City and State of New York, for inspection by the registered holder of any Right. The Right Agent may require
    any such holder to submit his, her or its Right for inspection by it.
	 	 	 
	  	7.6.	Counterparts.
    This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes
    be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
	 	 	 
	  	7.7.	Effect
    of Headings. The Section headings herein are for convenience only and are not part of this Agreement and shall not affect the
    interpretation thereof.
	 	 	 
	  	7.8.	Amendments.
    This Agreement may be amended by the parties hereto without the consent of any registered holder for the purpose of curing any ambiguity,
    or of curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with
    respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties
    deem shall not adversely affect the interest of the registered holders. All other modifications or amendments shall require the written
    consent or vote of the registered holders of a majority of the then outstanding Rights. The provisions of this Section 7.8 may not
    be modified, amended or deleted without the prior written consent of EF Hutton.
	 	 	 
	 	7.9.	Severability.
    This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect
    the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
    or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as
    similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 





[Signature
Page Follows]


 







    	 



    	 



    

 


IN
WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.


 


	 	HHG
    CAPITAL CORPORATION
	 	 	 
	 	By:	/s/
    Chee Shiong (Keith) Kok 
	 	Name:	Chee
    Shiong (Keith) Kok
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	AMERICAN
    STOCK TRANSFER & TRUST COMPANY, LLC
	 	 	 
	 	By:	/s/
    Michael A. Nespoli 
	 	Name:	Michael
    A. Nespoli
	 	Title:	Executive
    Director


 











[Signature
Page to Rights Agreement]


 




    	 



    	 



    

 


EXHIBIT
A


 


Form
of Right 


 






    	 



    	 



    

 


	NUMBER
    - 	RIGHTS


 


HHG
CAPITAL CORPORATION


 


INCORPORATED
UNDER THE LAWS OF THE BRITISH VIRGIN ISLANDS


 


RIGHT


 


SEE
REVERSE FOR


CERTAIN
DEFINITIONS


 


CUSIP: 
G4R23P 145


 


THIS
CERTIFIES THAT, for value received


 


is
the registered holder of a right or rights (the “Right”) to automatically receive one-tenth of one ordinary share, with $0.0001
par value (“Ordinary Share”), of HHG Capital Corporation (the “Company”) for each Right evidenced by this Rights
Certificate on the Company’s completion of an initial business combination (as defined in the prospectus relating to the Company’s
initial public offering (“Prospectus”)) upon surrender of this Right Certificate pursuant to the Rights Agreement between
the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent. In no event will the Company be required to net cash
settle any Right.


 


Upon
liquidation of the Company in the event an initial business combination is not consummated during the required period as identified in
the Company’s Second Amended and Restated Memorandum and Articles of Association, the Right shall expire and be worthless. The
holder of a Right shall have no right or interest of any kind in the Company’s trust account (as defined in the Prospectus).


 


Upon
due presentment for registration of transfer of the Right Certificate at the office or agency of the Rights Agent, a new Right Certificate
or Right Certificates of like tenor and evidencing in the aggregate a like number of Rights shall be issued to the transferee in exchange
for this Right Certificate, without charge except for any applicable tax or other governmental charge. The Company shall not issue fractional
shares upon exchange of Rights. The Company reserves the right to deal with any fractional entitlement at the relevant time in any manner
(as provided in the Rights Agreement).


 


The
Company and the Rights Agent may deem and treat the registered holder as the absolute owner of this Right Certificate (notwithstanding
any notation of ownership or other writing hereon made by anyone), for the purpose of any conversion hereof, of any distribution to the
registered holder, and for all other purposes, and neither the Company nor the Right Agent shall be affected by any notice to the contrary.


 


This
Right does not entitle the registered holder to any of the rights of a shareholder of the Company.


 


Dated:


 


	 	 	 
	CHAIRMAN	 	CHIEF
    FINANCIAL OFFICER


 


The
following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written
out in full according to applicable laws or regulations:


 


	TEN
    COM – as tenants in common	UNIF
    GIFT MIN ACT - __________ Custodian __________
	TEN
    ENT – as tenants by the entireties	(Cust)
    (Minor) 
	JT
    TEN – as joint tenants with right of survivorship	under
    Uniform Gifts to Minors
	and
    not as tenants in common	Act
    __________
	 	(State)


 






    	 



    	 



    

 


Additional
Abbreviations may also be used though not in the above list.


 


To
Be Executed by the Registered Holder in Order to Assign Rights


 


For
value received, ___________________________ hereby sell, assign and transfer unto


 


PLEASE
INSERT SOCIAL SECURITY OR OTHER


IDENTIFYING
NUMBER OF ASSIGNEE


 


	 

     
	 


 


(PLEASE
PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)


 


	 
	 	 
	 
	 	 
	 	rights
	represented
                                            by the within Certificate, and do hereby irrevocably constitute and appoint

     

	 	Attorney
	to
    transfer said rights on the books of the within named Company will full power of substitution in the premises.
	 	 	 


Dated
_____________________


 


	 	Notice:	The
    signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without
    alteration or enlargement or any change whatever.


 


Signature(s)
Guaranteed:


	 	 
	THE
    SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT
    UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).	 


 


The
holder of this certificate shall have no right or interest of any kind in or to the funds held in the Company’s trust account (as
defined in the Prospectus).