Preamble Contract Clauses (41)

Preamble. The third WHEREAS clause in the preamble of the Trust Agreement is hereby amended and restated to read as follows: "WHEREAS, if a Business Combination is not consummated within the initial 12 month period following the closing of the IPO, the Company's insiders may extend such period by twelve one-month periods, up to a maximum of 12 months in the aggregate, by depositing the sum of $0.0155 per public share (or an aggregate of $88,867 if there are no redemptions) into the Trust Account (as defin...ed below) no later than the 12 month anniversary of the IPO, and each succeeding one month anniversary through and up to August 20, 2023 (each, an "Applicable Deadline"), as applicable, for each one-month extension (each, an "Extension"), in exchange for which they will receive promissory notes; and 2. Section 1(i). Section 1(i) of the Trust Agreement is hereby amended and restated to read in full as follows: "(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, in the event that the Company extended the time to complete the Business Combination for up to 24-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. Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement. This Extension Letter shall serve as the notice required with respect to Extension prior to the Applicable Deadline. In accordance with the terms of the Trust Agreement, we hereby authorize you to deposit $_______ (assuming no redemptions), which will be wired to you, into the Trust Account investments upon receipt. This is the ____ of up to twelve Extension Letters. Very truly yours, HHG Capital Corporation By: [●], cc: EF Hutton, division of Benchmark Investments, LLC 3. All other provisions of the Trust Agreement shall remain unaffected by the terms hereof. A facsimile signature shall be deemed to be an original signature for purposes of this Amendment. View More

Preamble. The recitations herein above set forth in the Preamble are hereby adopted by this reference and incorporated herein, the same as though set forth in full context.