Exhibit
10.3


 


INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


This
Agreement is made as of September 20, 2021 by and between HHG Capital Corporation (the “Company”) and American Stock Transfer
& Trust Company, LLC, as trustee (“Trustee”).


 


WHEREAS,
the Company’s registration statement on Form S-1, No. 333-252885 (“Registration Statement”) for its initial
public offering of securities (“IPO”) has been declared effective as of the date hereof (“Effective Date”)
by the Securities and Exchange Commission (capitalized terms used herein and not otherwise defined shall have the meanings set
forth in the Registration Statement); and


 


WHEREAS,
EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”) is acting as the underwriter in the
IPO; and


 


WHEREAS,
if a Business Combination is not consummated within the initial 12 month period (or 15-month period if the Company has filed a proxy
statement, registration statement or similar filing for a Business Combination within 12 months from the closing of the IPO but has not
completed the Business Combination within such 12-month period) following the closing of the IPO, the Company’s insiders may
extend such period by two three-months periods, up to a maximum of 21 months in the aggregate, by depositing $500,000 (or $575,000
if the Underwriters’ over-allotment option is exercised in full, or in any case, $0.05 per public share) into the Trust Account
(as defined below) no later than the 12 month anniversary of the IPO, the 15 month anniversary of the IPO or the 18 month anniversary
of the IPO (each, an “Applicable Deadline”), as applicable, for each three-month extension (each, an “Extension”),
in exchange for which they will receive promissory notes; and


 


WHEREAS,
as described in the Registration Statement, and in accordance with the Company’s Second Amended and Restated Memorandum
and Articles of Association, $50,500,000 of the gross proceeds of the IPO and the net proceeds of a private placement taking place simultaneously
therewith ($58,075,000 if the over-allotment option is exercised in full), plus any amount eventually deposited on account of any Extensions,
will be delivered to the Trustee to be deposited and held in the Trust Account for the benefit of the Company and the holders of the
Company’s ordinary shares, par value $0.0001 per share, issued in the IPO as hereinafter provided (the proceeds to be delivered
to the Trustee, including the proceeds from any loans in connection with an Extension, if any, will be referred to herein as the “Property”;
the shareholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Shareholders,”
and the Public Shareholders and the Company will be referred to together as the “Beneficiaries”); and


 


WHEREAS,
the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee
shall hold the Property.


 


IT
IS AGREED:


 


1.
Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a)
Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account
(“Trust Account”) established by the Trustee at JP Morgan Chase Bank, N.A. in the United States, maintained by Trustee,
and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;


 




    	 



    	 



    

 


(b)
Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c)
In a timely manner, upon the instruction of the Company, invest and reinvest the Property (i) in United States government treasury
bills, notes or bonds having a maturity of 180 days or less and/or (ii) in money market funds meeting certain conditions under
Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, and that invest solely in U.S. treasuries, as determined
by the Company, it being understood that the Trustee
has no obligation to monitor or question
the Company’s determination that an investment is in compliance with the foregoing clause;


 


(d)
Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 


(e)
Notify the Company and EF Hutton of all communications received by it with respect to any Property requiring action by the Company;


 


(f)
Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation
of its tax returns;


 


(g)
Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when
instructed by the Company to do so;


 


(h)
Render to the Company monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts
and disbursements of the Trust Account; and


 


(i)
Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter
(“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit
B, signed on behalf of the Company by its President, Chief Executive Officer or Chairman of the Board and Secretary or Assistant
Secretary and, in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, acknowledged
and agreed to by EF Hutton, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as
directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination
Letter has not been received by the Trustee by the 12-month anniversary of the closing of the IPO (or 15-month anniversary of the
closing of the IPO if the Company has filed a proxy statement, registration statement or similar filing for a Business Combination within
12 months from the closing of the IPO but has not completed the Business Combination within such 12-month period) (“Closing”)
or, in the event that the Company extended the time to complete the Business Combination for up to 18-months from the closing of the
IPO but has not completed the Business Combination within the applicable monthly anniversary of the Closing, (“Last Date”),
the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto
and distributed to the Public Shareholders as of the Last Date.


 


(j)
Upon receipt of an extension letter (“Extension Letter”) substantially similar to Exhibit D hereto at least
five business days prior to the Applicable Deadline, signed on behalf of the Company by an executive officer, and receipt of the
dollar amount specified in the Extension Letter on or prior to the Applicable Deadline, to follow the instructions set forth in
the Extension Letter.


 




    	 



    	 



    

 


(k)
Not disburse any amounts from the Trust Account in connection with a Business Combination in the event that the amount per share to be
received by the redeeming Public Shareholders is less than $10.10 per share (plus the amount per share deposited in the Trust
Account pursuant to any Extension Letter).


 


(l)
In connection with a Business Combination, before making disbursements to the Depository Trust Company, the Company or any other
person, disburse the per share amount to redeeming Public Shareholders (other than shares tendered through the Depository Trust
Company) that have tendered their shares directly to the Trustee.


 


(m)
Promptly acknowledge and comply with any irrevocable instruction letter delivered in the form of Exhibit E delivered
by the Company in connection with the disbursement of funds to a Public Shareholder.


 


(n)
Promptly acknowledge, in writing to any redeeming Public Shareholder and the Company, any irrevocable instruction letter in the
form of Exhibit F delivered by such redeeming Public Shareholder after the announcement by the Company of a proposed Business
Combination and promptly comply with any irrevocable written instruction letter in the form of Exhibit F delivered by such
Public Shareholder in connection with the disbursement of funds to such Public Shareholder if the Company has not notified the
Trustee in writing during the Objection Period that such irrevocable written instruction letter is a Non-Compliant Instruction
Letter (as defined below).


 


2.
Limited Distributions of Income from Trust Account.


 


(a)
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit C, the Trustee shall distribute to the Company the amount of interest income earned on the Trust Account requested
by the Company to cover any income or other tax obligation owed by the Company.


 


(b)
The limited distributions referred to in Section 2(a) above shall be made only from income collected on the Property. Except as
provided in Section 2(a), no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i)
hereof.


 


(c)
The Company shall provide EF Hutton with a copy of any Termination Letters and/or any other correspondence that it issues to the
Trustee with respect to any proposed withdrawal from the Trust Account promptly after such issuance.


 


3.
Agreements and Covenants of the Company. The Company hereby agrees and covenants to:


 


(a)
Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive
Officer, President or Chief Financial Officer. In addition, except with respect to its duties under paragraphs 1(i), 2(a) and
2(b) above, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or
instruction which it in good faith believes to be given by any one of the persons authorized above to give written instructions,
provided that the Company shall promptly confirm such instructions in writing;


 




    	 



    	 



    

 


(b)
Subject to the provisions of Sections 5 and 7(g) of this Agreement, hold the Trustee harmless and indemnify the Trustee from and
against, any and all expenses, including reasonable counsel fees and disbursements, or loss suffered by the Trustee in connection
with any claim, potential claim, action, suit or other proceeding brought against the Trustee involving any claim, or in connection
with any claim or demand which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or
the Property or any income earned from investment of the Property, except for expenses and losses resulting from the Trustee’s
gross negligence or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement
of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this paragraph, it shall
notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”); provided, however,
that the Trustee’s failure to provide such notice shall not relieve the Company of its liability hereunder, except to the
extent that it is materially prejudiced by such failure. The Trustee shall have the right to conduct and manage the defense against
such Indemnified Claim, provided, that the Trustee shall obtain the consent of the Company with respect to the selection of counsel,
which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior
written consent of the Company, which consent shall not be unreasonably withheld or delayed. The Company may participate in such
action with its own counsel;


 


(c)
Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made pursuant
to Sections 2(a) and 2(b) as set forth on Schedule A hereto, which fees shall be subject to modification by the parties from time
to time. It is expressly understood that the Property shall not be used to pay such fees and further agreed that any fees owed
to the Trustee shall be deducted by the Trustee from the disbursements made to the Company pursuant to Sections 1(i) solely in
connection with the consummation of a Business Combination, or pursuant to Section 2(b). The Company shall pay the Trustee the
initial acceptance fee and first year’s fee at the consummation of the IPO and thereafter on the anniversary of the Effective
Date;


 


(d)
In connection with any vote of the Company’s shareholders regarding a Business Combination, provide to the Trustee an affidavit
or certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating shareholder votes verifying
the vote of the Company’s shareholders regarding such Business Combination; and


 


(e)
In the event that the Company directs the Trustee to commence liquidation of the Trust Account pursuant to Section 1(i), the Company
agrees that it will not direct the Trustee to make any payments that are not specifically authorized by this Agreement.


 


(f)
Upon receiving the written request of a Public Shareholder to do so at any time after the date hereof, provide such Public Shareholder
with a copy of any instruction provided to the Trustee pursuant to Section 1(i) or Section 1(j) along with any Notification (as defined
in Exhibit A), Instruction Letter (as defined in Exhibit A), applicable flow of funds memorandum (or similar document),
or any other notice delivered to the Trustee by the Company regarding the disbursement of Property from the Trust Account resulting in
the Property left in the Trust Account being less than $50,500,000 (or $58,075,000 if the Underwriters’ over-allotment
option is exercised in full) plus any amount eventually deposited on account of any Extension, which, in each case, shall specify to
whom the Property shall be disbursed (such written notice, a “Disbursement Notice” and the date such Public Shareholder receives
a Disbursement Notice, a “Disbursement Notice Date”). Each Disbursement Notice shall be delivered to such Public Shareholder
at least two business days prior to the disbursement of any Property pursuant to Section 1(i) or Section 1(j) and no Property shall be
disbursed from the Trust Account prior to the date that is two business days from the applicable Disbursement Notice Date.


 




    	 



    	 



    

 


(g)
At the request of any Public Shareholder who has removed shares from street name and holds such shares either in certificated or book-entry
form and, except if such shares are held in book-entry form, delivered such certificated shares to the Trustee for purposes of redemption
in connection with a Business Combination, concurrently with the delivery of such shares, solely if such shares are certificated. to
the Trustee, send an irrevocable written instruction letter in the form of Exhibit E to the Trustee directing the Trustee to disburse
no less than $10.10 per share (plus the amount per share deposited in the Trust Account pursuant to any Extension Letter) to such
Public Shareholder.


 


(h)
Following receipt of a copy of an irrevocable written instruction letter in the form of Exhibit F delivered by a Public
Shareholder who has removed shares from street name and holds such shares either in certificated or book-entry form and, except
if such shares are held in book-entry form, delivered such certificated shares to the Trustee for purposes of redemption in connection
with a Business Combination to the Trustee, review such letter to confirm (i) such letter is in the form of Exhibit F,
(ii) a Business Combination has been announced on or prior to the date of such letter and (iii) the number of ordinary shares
set forth on such letter to be redeemed is not greater than the number of ordinary shares held by the applicable Public Shareholder.
Solely if the Company cannot confirm the requirements of clauses (i) through (iii) of this Section 3(h), but not for any other
reason, then within two days of the Company’s receipt of the applicable copy of the irrevocable written instruction letter
in the form of Exhibit F (such time period, the “Objection Period”), the Company will notify the applicable
Public Shareholder and the Trustee in writing that such irrevocable written instruction letter is a “Non-Compliant Instruction
Letter” and that the Trustee shall not comply with such letter.


 


(i)
If applicable, the Company shall issue a press release at least three days prior to the Applicable Deadline announcing that, at
least five days prior to the Applicable Deadline, the Company received notice from the Company’s insiders that the insiders
intend to extend the Applicable Deadline;


 


(j)
Promptly following the Applicable Deadline, disclose whether or not the term the Company has to consummate a Business Combination
has been extended.


 


4.
Limitations of Liability. The Trustee shall have no responsibility or liability to:


 


(a)
Take any action with respect to the Property, other than as directed in paragraphs 1 and 2 hereof and the Trustee shall have no
liability to any party except for liability arising out of its own gross negligence or willful misconduct;


 




    	 



    	 



    

 


(b)
Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding
of any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as
provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident
thereto;


 


(c)
Change the investment of any Property, other than in compliance with paragraph 1(c), and in no event shall the Trustee be liable
for the selection of investments or for investment losses incurred thereon or for losses incurred as a result of the liquidation
of any such investment prior to its maturity date or the failure of the Company to provide timely written investment instruction;


 


(d)
Refund any depreciation in principal of any Property;


 


(e)
Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless
provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the
Trustee;


 


(f)
The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or
omitted, in good faith and in the exercise of its own best judgment, except for its gross negligence or willful misconduct. The
Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice
of counsel (including counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to
its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information
therein contained) which is believed by the Trustee, in good faith, to be genuine and to be signed or presented by the proper
person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission
of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the
proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent
thereto;


 


(g)
Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition
made by the Company or any other action taken by it is as contemplated by the Registration Statement;


 


(h)
File local, state and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and
payee statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the
income earned on the Property;


 


(i)
Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such
taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account or released to it under
Section 2(a) hereof);


 




    	 



    	 



    

 


(j)
Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this
agreement and that which is expressly set forth herein; and


 


(k)
Verify calculations, qualify or otherwise approve Company requests for distributions pursuant to Section 1(i), 2(a) or 2(b) above.


 


5.
Trust Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account
that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including,
without limitation, under Section 3(b) or Section 3(c) hereof, the Trustee shall pursue such Claim solely against the Company
and its assets outside the Trust Account and not against the Property or any monies in the Trust Account.


 


6.
Termination. This Agreement shall terminate as follows:


 


(a)
If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee during which time the Trustee shall act in accordance with this Agreement. At such time
that the Company notifies the Trustee that a successor trustee has been appointed by the Company and has agreed to become subject
to the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including
but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement
shall terminate; provided, however, that, in the event that the Company does not locate a successor trustee within ninety days
of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited with
any court in the State of New York or with the United States District Court for the Southern District of New York and upon such
deposit, the Trustee shall be immune from any liability whatsoever; or


 


(b)
At such time that the Trustee has completed the liquidation of the Trust Account in accordance with the provisions of paragraph
1(i) hereof, and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate
except with respect to Paragraph 3(b).


 


7.
Miscellaneous.


 


(a)
The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect
to funds transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information
relating to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason
to believe unauthorized persons may have obtained access to such information, or of any change in its authorized personnel. In
executing funds transfers, the Trustee will rely upon all information supplied to it by the Company, including account names,
account numbers and all other identifying information relating to a beneficiary, beneficiary’s bank or intermediary bank.
The Trustee shall not be liable for any loss, liability or expense resulting from any error in the information or transmission
of the wire.


 




    	 



    	 



    

 


(b)
This Agreement shall be governed by and construed and enforced in accordance with 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. It
may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall
constitute but one instrument.


 


(c)
This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except
for Sections 1(i), 1(m), 1(n), 3(g), 3(h), 7(c) and 7(h) (which may only be amended with the approval of the holders of at least 50%
of the ordinary shares sold in the IPO, provided that all Public Shareholders must be given the right to receive a pro-rata portion of
the trust account (no less than $10.10 per share plus the amount per share deposited in the Trust Account pursuant to any Extension
Letter) in connection with any such amendment), this Agreement or any provision hereof may only be changed, amended or modified by a
writing signed by each of the parties hereto; provided, however, that no such change, amendment or modification may be made without the
prior written consent of EF Hutton. As to any claim, cross-claim or counterclaim in any way relating to this Agreement, each party waives
the right to trial by jury. The Trustee may require from Company counsel an opinion as to the propriety of any proposed amendment.


 


(d)
The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, Borough
of Manhattan, for purposes of resolving any disputes hereunder.


 


(e)
Any notice, consent or request to be given in connection with any of the terms or provisions of this 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 Trustee, to:


 


American
Stock Transfer & Trust Company, LLC


16201
15th Avenue


Brooklyn,
NY 11219


Attn:
Relationship Management


E-mail:
admin12@astfinancial.com


 


with
a copy to:


 


American
Stock Transfer & Trust Company, LLC


48
Wall Street, 22nd Floor


New
York, NY 10005


Attn:
Legal Department


 


E-mail:
admin12@astfinancial.com


 




    	 



    	 



    

 


if
to the Company, to:


 


HHG
Capital Corporation


1
Commonwealth Lane


#03-20,
Singapore, 149544




Attn:
Chee Shiong (Keith) Kok


E-mail:
hhgcapitalcorp@gmail.com


 


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


 


EF
Hutton,


division
of Benchmark Investments, LLC


17
Battery Pl Suite 625


New
York, NY 10004


Attn:
Joseph T. Rallo


E-mail: jrallo@efhuttongroup.com


 


and


 


Loeb
& Loeb LLP


345
Park Avenue


New
York, New York 10154


Attn:
Lawrence Venick, Esq.


E-mail:
lvenick@loeb.com


 


and


 


Nelson
Mullins Riley & Scarborough LLP


101
Constitution Avenue,


Washington
D.C., 20001


Attn:
Andy Tucker, Esq.


E-mail:
andy.tucker@nelsonmullins.com


 


(f)
This Agreement may not be assigned by the Trustee without the prior consent of the Company.


 


(g)
Each of the Trustee and the Company hereby represents that it has the full right and power and has been duly authorized to enter
into this Agreement and to perform its respective obligations as contemplated hereunder.


 


(h)
Each of the Company and the Trustee hereby acknowledge that EF Hutton is a third party beneficiary of this Agreement.


 


[signature
page follows]


 




    	 



    	 



    

 


IN
WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 


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

	 	Title:
    	Chief
    Executive Officer


 




    	 



    	 



    

 


SCHEDULE
A


 


	Fee
    Item	 	Time
    and method of payment	 	Amount
	Initial
    acceptance fee	 	Initial
    closing of IPO by wire transfer	 	


$7,500

	 	 	 	 	 
	Annual
    fee	 	Initial
    closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check	 	$0

	 	 	 	 	 
	Transaction
    processing fee for disbursements to Company under Section 2	 	Deduction
    by Trustee from accumulated income following disbursement made to Company under Section 2	 	$0
	 	 	 	 	 
	Paying
    Agent services as required pursuant to section 1(i)	 	Billed
    to Company upon delivery of service pursuant to section 1(i)	 	Prevailing
        rates

        



 




    	 



    	 



    

 


EXHIBIT
A


 


[Letterhead
of Company]


 


[Insert
date]


 


American
Stock Transfer & Trust Company, LLC





6201
15th Avenue





Brooklyn,
NY 11219





Attn:
Relationship Management


 


	 	Re:	Trust
    Account No. [_____________] - Termination Letter


 


Gentlemen:


 


Pursuant
to paragraph 1(i) of the Investment Management Trust Agreement between HHG Capital Corporation (“Company”) and American
Stock Transfer & Trust Company, LLC (“Trustee”), dated as of [*], 2021 (“Trust Agreement”), this is
to advise you that the Company has entered into an agreement with [__________________] (“Target Business”) to consummate
a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company
shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation
Date”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments on [__________]
and to transfer the proceeds to the above-referenced account at JPMorgan Chase Bank, N.A. to the effect that, on the Consummation
Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company
shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account
awaiting distribution, the Company will not earn any interest or dividends.


 


On
the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated,
and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of [__________________], which verifies the vote of the
Company’s shareholders in connection with the Business Combination if a vote is held and (b) joint written instructions from the
Company and EF Hutton, division of Benchmark Investments, LLC with respect to the transfer of the funds held in the Trust Account, which
must provide for the disbursement of no less than $10.10 per share plus the amount per share deposited in the Trust Account per
Extension Letter to redeeming Public Shareholders (“Instruction Letter”). You are hereby directed and authorized to transfer
the funds held in the Trust Account immediately upon your receipt of the counsel’s letter and the Instruction Letter, in accordance
with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation
Date without penalty, you will notify the Company of the same and the Company shall direct you as to whether such funds should remain
in the Trust Account and distributed after the Consummation Date to the Company. Upon the distribution of all the funds in the Trust
Account pursuant to the terms hereof, the Trust Agreement shall be terminated.


 




    	 



    	 



    

 


In
the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have
not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written
instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the
business day immediately following the Consummation Date as set forth in the notice.


 


	 	Very
    truly yours,
	 	 	 
	 	HHG
    CAPITAL CORPORATION
	 	 	 
	 	By:
    	 
	 	Name:	 
	 	Title:
    	 
	 	 	 
	 	By:
    	 
	 	Name:	 
	 	Title:
    	Secretary/Assistant
    Secretary


 


Acknowledged
and Agreed:


 


EF Hutton,





division
of Benchmark Investments, LLC


 


	By:
    	 	 
	Name:	 	 
	Title:	 	 


 




    	 



    	 



    

 


EXHIBIT
B


 


[Letterhead
of Company]


 


[Insert
date]


 


American
Stock Transfer & Trust Company, LLC


6201
15th Avenue


Brooklyn,
NY 11219


Attn:
Relationship Management


 


	 	Re:	Trust
    Account No. [______________] - Termination Letter


 


Gentlemen:


 


Pursuant
to paragraph 1(i) of the Investment Management Trust Agreement between HHG Capital Corporation (“Company”) and American Stock
Transfer & Trust Company, LLC (“Trustee”), dated as of [*], 2021 (“Trust Agreement”), this is to advise you
that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s
Second Amended and Restated Memorandum and Articles of Association, as described in the Company’s prospectus relating to
its IPO. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments on [______________]
and to transfer the total proceeds to the Trust Operating Account at JPMorgan Chase Bank, N.A. to await distribution to the Public Shareholders.
The Company has selected [____________, 20__] as the effective date for the purpose of determining when the Public Shareholders will
be entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on
the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and in your separate
capacity as Paying Agent, to distribute said funds directly to the Public Shareholders in accordance with the terms of the Trust Agreement
and the Second Amended and Restated Memorandum and Articles of Association of the Company. Upon the distribution of all the funds
in the Trust Account, your obligations under the Trust Agreement shall be terminated.


 


	 	Very
    truly yours,
	 	 	 
	 	HHG
    CAPITAL CORPORATION
	 	 	 
	 	By:
    	 
	 	Name:	 
	 	Title:
    	 
	 	 	 
	 	By:
    	 
	 	Name:	 
	 	Title:
    	Secretary/Assistant
    Secretary


 


	cc:
    	EF Hutton, division of Benchmark Investments, LLC


 




    	 



    	 



    

 


EXHIBIT
C


 


[Letterhead
of Company]


 


[Insert
date]


 


American
Stock Transfer & Trust Company, LLC


6201
15th Avenue


Brooklyn,
NY 11219


Attn:
Relationship Management


 


	 	Re:	Trust
    Account No. [___________]


 


Gentlemen:


 


Pursuant
to paragraph 2(a) of the Investment Management Trust Agreement between HHG Capital Corporation (“Company”) and American
Stock Transfer & Trust Company, LLC (“Trustee”), dated as of [*], 2021 (“Trust Agreement”), the Company
hereby requests that you deliver to the Company [$_______] of the interest income earned on the Property as of the date hereof.
The Company needs such funds to pay for its tax obligations. In accordance with the terms of the Trust Agreement, you are hereby
directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s
operating account at:


 


[WIRE
INSTRUCTION INFORMATION]


 


	 	HHG
    CAPITAL CORPORATION
	 	 	               
	 	By:
    	 
	 	Name:	 
	 	Title:	 


 


	cc:
    	EF
    Hutton, division of Benchmark Investments, LLC


 




    	 



    	 



    

 


EXHIBIT
D


 


[Letterhead
of Company]


 


[Insert
date]


 


American
Stock Transfer & Trust Company, LLC


6201
15th Avenue


Brooklyn,
NY 11219


Attn:
Relationship Management


 


	 	Re:	Trust
    Account - Extension Letter


 


Gentlemen:


 


Pursuant
to Section 1(l) of the Investment Management Trust Agreement between HHG Capital Corporation (“Company”) and American
Stock Transfer & Trust Company, LLC, dated as of [*], 2021 (“Trust Agreement”), this is to advise you that the
Company is extending the time available in order to consummate a Business Combination with the Target Businesses for an additional
three (3) months, from _______ to _________ (the “Extension”).


 


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.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to deposit [$500,000] [(or $575,000 if the underwriters’
over-allotment option was exercised in full, or in any case, $0.10 per public share)], which will be wired to you, into the Trust
Account investments upon receipt.


 


This
is the ____ of up to two Extension Letters.


 


	 	Very truly yours,
	 	 	 
	 	HHG Capital Corporation
	 	 	        
	 	By:	 
	 	Name:	 
	 	Title:	 



 


	cc:	EF
    Hutton, division of Benchmark Investments, LLC




 




    	 



    	 



    

 


EXHIBIT
E


 


[Letterhead
of Company]


 


[Insert
date]


 


American
Stock Transfer & Trust Company, LLC


6201
15th Avenue


Brooklyn,
NY 11219


Attn:
Relationship Management


 


	 	Re:	Trust
    Account No. [______________] - Irrevocable Instruction in Connection with Business Combination


 


Gentlemen:


 


Pursuant
to paragraphs 1(m) and 3(g) of the Investment Management Trust Agreement between HHG Capital Corporation (“Company”) and
American Stock Transfer & Trust Company, LLC (“Trustee”), dated as of [*], 2021 (“Trust Agreement”), this
constitutes our irrevocable instruction to you to (i) in conjunction with the Business Combination (as defined in the Trust Agreement),
disburse a per share amount of $______, for a total disbursement of $__________________which is not less than $10.10 (plus the
amount per share deposited in the Trust Account pursuant to any Extension Letter) to ________________ (the “Shareholder”)
for the _____________________ ordinary shares of the Company delivered to you prior to or concurrently herewith for redemption in connection
with the Business Combination, and (ii) deliver to the Shareholder the amounts specified in clause (i) prior to delivering and amounts
to the Depository Trust Company, the Company, or any person from whom you have not received an irrevocable instruction substantially
similar to this one. The Shareholder wire instructions are attached. A share advice or DWAC instruction from our broker is also attached.


 


The
Company shall indemnify you and your officers, directors, principals, partners, agents and representatives, and hold each of them
harmless from and against any and all loss, liability, damage, claim or expense (including the reasonable fees and disbursements
of its attorneys) incurred by or asserted against you or any of them arising out of or in connection with the instructions set
forth herein, the performance of your duties hereunder and otherwise in respect hereof, including the costs and expenses of defending
yourself or themselves against any claim or liability hereunder, except that the Company shall not be liable hereunder as to matters
in respect of which it is determined that you have acted with gross negligence or in bad faith. You shall have no liability to
the Company in respect to any action taken or any failure to act in respect of this if such action was taken or omitted to be
taken in good faith, and you shall be entitled to rely in this regard on the advice of counsel.


 


The
Board of Directors of the Company has approved the foregoing irrevocable instructions and does hereby extend the Company’s
irrevocable agreement to indemnify your firm for all loss, liability or expense in carrying out the authority and direction herein
contained on the terms herein set forth.


 


The
Shareholder is intended to be and is a third party beneficiary of this letter and the irrevocable instructions set forth herein,
and no amendment or modification to the instructions set forth herein may be made without the prior written consent of the Shareholder.


 


By
signing below, the person executing this letter certifies that they are duly authorized to execute this letter on behalf of the
Company and to bind the Company to all of the terms and conditions contained herein.


 


[remainder
of page intentionally left blank]


 




    	 



    	 



    

 


	 	Very
    truly yours,
	 	 	 
	 	HHG
    CAPITAL CORPORATION
	 	 	 
	 	By:	               
	 	Name:	 
	 	Title:	 


 





Acknowledged
and Agreed:


 


AMERICAN
STOCK TRANSFER & TRUST COMPANY, LLC, as Trustee


 


	 	 
	Name:	 	 
	Title:	 	 


 


Cc:
[SHAREHOLDER].


 


Attachments:


Shareholder
Wire Instructions


Share
advice or instruction


 




    	 



    	 



    

 


EXHIBIT
F


 


[Letterhead
of Company]


 


[Insert
date]


 


American
Stock Transfer & Trust Company, LLC


6201
15th Avenue


Brooklyn,
NY 11219


Attn:
Relationship Management


 


	 	Re:	Trust
    Account No. [______________] - Irrevocable Instruction in Connection with Business Combination


 


Gentlemen:


 


Pursuant
to paragraphs 1(n) and 3(h) of the Investment Management Trust Agreement between HHG Capital Corporation (“Company”) and
American Stock Transfer & Trust Company, LLC (“Trustee”), dated as of [*], 2021 (“Trust Agreement”), this
constitutes our irrevocable instruction to you to (i) in conjunction with the Business Combination (as defined in the Trust Agreement),
disburse a per share amount of $______, for a total disbursement of $_________________which is not less than $10.10 (plus the
amount per share deposited in the Trust Account pursuant to any Extension Letter) per share to ________________ (the “Shareholder”)
for the _____________________ ordinary shares of the Company delivered to you prior to or concurrently herewith for redemption in connection
with the Business Combination, and (ii) deliver to the Shareholder the amounts specified in clause (i) prior to delivering and amounts
to the Depository Trust Company, the Company, or any person from whom you have not received an irrevocable instruction substantially
similar to this one. Our wire instructions are attached. We understand that a servicing fee of $250.00 will deducted from our payment.
A share advice or DWAC instruction from our broker is attached.


 


The
Company shall indemnify you and your officers, directors, principals, partners, agents and representatives, and hold each of them
harmless from and against any and all loss, liability, damage, claim or expense (including the reasonable fees and disbursements
of its attorneys) incurred by or asserted against you or any of them arising out of or in connection with the instructions set
forth herein, the performance of your duties hereunder and otherwise in respect hereof, including the costs and expenses of defending
yourself or themselves against any claim or liability hereunder, except that the Company shall not be liable hereunder as to matters
in respect of which it is determined that you have acted with gross negligence or in bad faith. You shall have no liability to
the Company in respect to any action taken or any failure to act in respect of this if such action was taken or omitted to be
taken in good faith, and you shall be entitled to rely in this regard on the advice of counsel.


 


The
Board of Directors of the Company does hereby extend the Company’s irrevocable agreement to indemnify your firm for all
loss, liability or expense in carrying out the authority and direction herein contained on the terms herein set forth.


 


No
amendment or modification to the instructions set forth herein may be made without the prior written consent of the Shareholder.


 


By
signing below, the person executing this letter certifies that they are duly authorized to execute this letter on behalf of the
Shareholder and to bind the Shareholder to all of the terms and conditions contained herein.


 


[remainder
of page intentionally left blank]


 




    	 



    	 



    

 


	 	Very
    truly yours,
	 	 	 
	 	[SHAREHOLDER]
	 	 	 
	 	By:
    	                    
	 	Name:	 
	 	Title:	 


 


Acknowledged
and Agreed:


 


AMERICAN
STOCK TRANSFER & TRUST COMPANY, LLC, as Trustee


 


	 	 
	Name:	 	 
	Title:	 	 


 


	Cc:	HHG
    Capital Corporation
	 	1
    Commonwealth Lane
	 	#03-20,
    Singapore, 149544
	 	Attn:
    Chee Shiong (Keith) Kok , Chief Executive Officer


 


Attachments:


Shareholder
Wire Instructions


Share
advice or instruction