Exhibit 10.1


 


____________ __, 2018





 


HL Acquisitions
Corp.


499
Park Avenue, 12th Floor


New
York, New York 10022


 


EarlyBirdCapital,
Inc.


366
Madison Avenue, 8th Floor


New
York, New York 10017


 


	 	Re:	Initial Public Offering


 


Gentlemen:


 


This letter is being delivered to you
in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between
HL Acquisitions Corp., a British Virgin Islands company (the “Company”), and EarlyBirdCapital, Inc.,
as representative (the “Representative”) of the several Underwriters named in Schedule I 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, no par
value (the “Ordinary Shares”), and one warrant, each warrant exercisable for one Ordinary Share (each,
a “Warrant”). Certain capitalized terms used herein are defined in paragraph __ 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, 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, whether acquired before, in or after the IPO, in favor of such Business Combination.


 


2.(a)In the event that the
Company fails to consummate a Business Combination within the time period set forth in the Company’s Amended and Restated
Memorandum and Articles of Association, as the same may be amended from time to time, the undersigned will, as promptly as possible,
cause the Company to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but
not more than 10 business days thereafter, redeem the Ordinary Shares sold as part of the Units in the IPO (the “Offering
Shares”), at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest earned on the Trust Account net of interest released to the Company as permitted pursuant to the Trust Agreement, divided
by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights
as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s
board of directors, dissolve and liquidate, subject in the cases of clauses (ii) and (iii) to the Company’s obligations under
British Virgin Islands law to provide for claims of creditors and other requirements of applicable law.


 






    	 	 	 



     


    

 


(b) The
undersigned hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Account
with respect to the Founders’ Shares owned by the undersigned (“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 Account for any reason whatsoever. The undersigned acknowledges and agrees that there will be no distribution
from the Trust Account with respect to any Warrants, all rights of which will terminate on the Company’s liquidation.


 


[(c) In
the event of the liquidation of the Trust Account, the undersigned agrees to indemnify and hold harmless the Company for any debts
and obligations to target businesses or vendors or other entities that are owed money by the Company for services rendered or
contracted for or products sold to the Company, but only to the extent necessary to ensure that such debt or obligation does not
reduce the amount of funds in the Trust Account below $10.00 per share; provided that such indemnity shall not apply (i) if such
vendor or prospective target business executed an agreement waiving any right, title, interest or claim of any kind they may have
in or to any monies held in the Trust Account, or (ii) as to any claims under the Company’s obligation to indemnify the
Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities
Act”).]1


 


3. 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, 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, or another independent
entity that commonly renders valuation opinions, that such Business Combination is fair to the Company’s unaffiliated shareholders
from a financial point of view.


 


 





 



1 To be included
for trust indemnitor only.






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4. Neither
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 order to effectuate, the consummation of the Business Combination; provided
that the Company shall be allowed to make the payments set forth in the Registration Statement under the caption “Prospectus
Summary – The Offering – Limited payments to insiders.”


 


5. Neither
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 either of the undersigned, any member of the family of the undersigned or any affiliate of the undersigned originates
a Business Combination.


 


6.(a)The undersigned will place
into escrow all Founders’ Shares owned by him/her/it pursuant to the terms of a Stock Escrow Agreement which the Company
will enter into with the undersigned and an escrow agent.


 


(b) The
undersigned agrees that until after the Company consummates a Business Combination, all Private Warrants owned by him/her/it will
be subject to the transfer restrictions described in the subscription agreements relating to the undersigned’s Private Warrants.


 


7.(a)In order to minimize potential
conflicts of interest that may arise from multiple corporate affiliations, the undersigned hereby agrees that until the earliest
of the Company’s initial Business Combination or liquidation, the undersigned shall present to the Company for its consideration,
prior to presentation to any other entity, any suitable target business, subject to any pre-existing fiduciary or contractual obligations
the undersigned might have.


 


(b) The
undersigned has agreed not to participate in the formation of, or become an officer or director of, any other special purpose acquisition
company with a class of securities registered under the Exchange Act until the Company has entered into a definitive agreement
regarding its initial Business Combination or the Company has failed to complete an initial Business Combination within the time
period set forth in the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended
from time to time.


 


(c) The
undersigned hereby agrees and acknowledges that (i) each of the Underwriters and the Company may be irreparably injured in the
event of a breach of any of the obligations contained in this letter, (ii) monetary damages may not be an adequate remedy for such
breach and (iii) the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such party
may have in law or in equity, in the event of such breach.


 






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8. The
undersigned agrees to be an officer and/or director 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 respects. The undersigned’s FINRA Questionnaire previously furnished to
the Company and the Representative is true and accurate in all respects. The undersigned represents and warrants that:


 


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



 


		(b)	he/she/it has never had a receiver, fiscal agent or similar officer been appointed by a court for his/her/its business or property,
or any such partnership;



 


		(c)	he/she/it has never been convicted of fraud in a civil or criminal proceeding;



 


		(d)	he/she/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/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/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/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 your right to engage in any activity
described in 9(e)(i) above, or to be associated with persons engaged in any such activity;



 






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		(g)	he/she/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/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/it has never been the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree
or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (i) any Federal or State 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;



 


		(j)	he/she/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/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/it was never 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 Commodity
Futures Trading Commission; or the National Credit Union Administration that is based on a violation of any law or regulation that
prohibits fraudulent, manipulative, or deceptive conduct;



  






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		(m)	he/she/it has never been subject to any order, judgment or decree of any court of competent jurisdiction, that, at the time
of such sale, restrained or enjoined him/her/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 (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/it has never been subject to any order of the SEC that orders him/her/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, and Section 206(1) of the
Advisers Act or any other rule or regulation thereunder; or (ii) Section 5 of the Securities Act;



 


		(o)	he/she/it has never 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/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/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 Commodity Futures Trading
Commission; 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;



 






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		(r)	he/she/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/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.



  


9. 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 an officer and/or director of the Company.


 


10. The
undersigned hereby waives any right to exercise conversion rights with respect to any Ordinary Shares owned or to be owned by the
undersigned, directly or indirectly (or to sell such Ordinary Shares to the Company in a tender offer in connection with a Business
Combination), and each agrees not to seek conversion with respect to such shares in connection with any vote to approve a Business
Combination (or sell such shares to the Company in a tender offer in connection with such a Business Combination).


 


11. The
undersigned hereby agrees to not propose, or vote in favor of, an amendment to Article __ of the Company’s Amended and Restated
Memorandum and Articles of Association prior to the consummation of a Business Combination unless the Company provides public shareholders
with the opportunity to convert their Ordinary Shares upon such approval in accordance with such Article ___ thereof.


 


[12. 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 repayment for such expenses.]2


 


13. This
letter 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.
Each of the Company and the undersigned hereby (i) agrees that any action, proceeding or claim against him arising out of or relating
in any way to this letter agreement (a “Proceeding”) shall be brought and enforced in the courts of the State of New
York of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which
jurisdiction shall be exclusive and (ii) waives any objection to such exclusive jurisdiction and that such courts represent an
inconvenient forum. The undersigned irrevocably agrees to appoint Graubard Miller as agent for the service of process in the State
of New York to receive, for the undersigned and on his behalf, service of process in any Proceeding. If for any reason such agent
is unable to act as such, the undersigned will promptly notify the Company and the Representative and appoint a substitute agent
acceptable to each of the Company and the Representative within 30 days and nothing in this letter will affect the right of either
party to serve process in any other manner permitted by law.


 


 





 



2 To
be included in trust indemnitor letter only.






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14. As
used herein, (i) a “Business Combination” shall mean a merger, share exchange, asset acquisition, stock purchase, recapitalization,
reorganization or other similar business combination with one or more businesses or entities; (ii) “Insiders” shall
mean all officers, directors and sponsor of the Company immediately prior to the IPO; (iii) “Founders’ Shares”
shall mean all of the Ordinary Shares of the Company acquired by an Insider prior to the IPO; (iv) “IPO Shares” shall
mean the Ordinary Shares issued in the Company’s IPO; (v) “Private Warrants” shall mean the warrants that are
being sold privately by the Company simultaneously with the consummation of the IPO; (vi) “Trust Agreement” shall mean
the Investment Management Trust Agreement between the Company and Continental Stock Transfer & Trust Company being entered
into in connection with the IPO and governing the use of funds held in the Trust Account; (vii) “Trust Account” shall
mean the trust account into which a portion of the net proceeds of the IPO will be deposited; and (viii) “Registration Statement”
means the Company’s registration statement on Form S-1 (SEC File No. 333-225520) filed with the Securities and Exchange Commission.


 


15. 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.


 


16. Each
of 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 Page Follows]


  




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	 	 	[_____]
	 	 	Print Name of Insider
	 	 	
	 	 	 
	 	 	Signature
	 	 	
	 	 	Acknowledged and Agreed:
	 	 	 
	 	 	HL ACQUISITIONS CORP.
	 	 	 
	 	By:	 
	 		Name:
	 	 	Title:
	 	 	 
	 	 	EARLYBIRDCAPITAL, INC.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




 


 


9