Exhibit 10.8


 


____________
__, 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”), one right entitling the holder to receive
one-tenth (1/10) of one ordinary share (the “Rights”), and one warrant, each warrant exercisable for
one Ordinary Share (each, a “Warrant”). Certain capitalized terms used herein are defined in
Section 4 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.       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”).


 






     

     


    

 


2.       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.


 


3.       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.


 


4.       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)
“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; (iii) “Trust Account” shall mean the trust account into which a portion of the net proceeds
of the IPO will be deposited; and (iv) “Registration Statement” means the Company’s registration
statement on Form S-1 (SEC File No. 333-225520) filed with the Securities and Exchange Commission.


 


5.       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.


 


6.       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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	 	MCP
    V — Bushwick LLC
	 	Print
    Name of Insider
	 	 	 
	 	By:	       
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Acknowledged
    and Agreed:
	 	 
	 	HL
    ACQUISITIONS CORP.
	 	 	 
	 	By:	        
	 	 	Name:
	 	 	Title:
	 	 	 
	 	EARLYBIRDCAPITAL,
    INC.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






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