INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 29th, 2023 • TG Venture Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 2, 2021, by and between TG Venture Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
TG Venture Acquisition Corp.TG Venture Acquisition Corp. • August 13th, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into as of February 8, 2021 by and between TriPoint Capital Management LLC, a Delaware limited liability company (the “Subscriber” or “you”), and TG Venture Acquisition Corp., a Delaware corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 150,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • August 13th, 2021 • TG Venture Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [XX], 2021, by and between TG Venture Acquisition Corp., a Delaware corporation (the “Company”), and [XX] (“Indemnitee”).
November 2, 2021Letter Agreement • November 5th, 2021 • TG Venture Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between TG Venture Acquisition Corp., a Delaware corporation (the “Company”), and ThinkEquity, LLC as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one redeemable warrant. Each one warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on F
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 15th, 2021 • TG Venture Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [XX], 2021, is made and entered into by and among TG Venture Acquisition Corp., a Delaware corporation (the “Company”) and Tsangs Group Holdings Limited, a Hong Kong company (the “Sponsor”), ThinkEquity LLC (“ThinkEquity”), Dragon Active Limited, a Hong Kong company (“Dragon Active”), TriPoint Capital Management, LLC, a Delaware limited liability company (“TriPoint”), HFI Limited, a Caymans company (“HFI”) and each of the other undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor, ThinkEquity, Dragon Active, Tripoint and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 13th, 2021 • TG Venture Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [XX], 2021, by and between TG Venture Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
TG VENTURE ACQUISITION CORP. UNDERWRITING AGREEMENTTG Venture Acquisition Corp. • November 5th, 2021 • Blank checks • New York
TG Venture Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with ThinkEquity LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 5th, 2021 • TG Venture Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 2, 2021, is made and entered into by and among TG Venture Acquisition Corp., a Delaware corporation (the “Company”) and Tsangs Group Holdings Limited, a Hong Kong company (the “Sponsor”), Dragon Active Limited, a Hong Kong company (”Dragon Active”), TriPoint Capital Management, LLC, a Delaware limited liability company (“TriPoint”), HFI Limited, a Caymans company (“HFI”) and each of the other undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor, Dragon Active, Tripoint and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 5th, 2021 • TG Venture Acquisition Corp. • Blank checks • Delaware
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of November 2, 2021 (as it may from time to time be amended, this ’Agreement’), is entered into by and between TG Venture Acquisition Corp., a Delaware corporation (the ’Company’), and Tsangs Group Holdings Limited, a Hong Kong company (the ’Purchaser’).
TG Venture Acquisition Corp. San Francisco, California 94102Letter Agreement • August 13th, 2021 • TG Venture Acquisition Corp. • Blank checks
This letter (this "Letter Agreement") is being delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement") entered into by and between TG Venture Acquisition Corp., a Delaware corporation (the "Company"), and ThinkEquity, a division of Fordham Financial Management Inc., as representative (the "Representative") of the several underwriters (each, an "Underwriter" and collectively, the "Underwriters"), relating to an underwritten initial public offering (the "Public Offering"), of 11,500,000 of the Company's units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the "Units"), each comprised of one share of the Company's Class A common stock, par value $0.0001 per share (the "Common Stock"), and one-half of one redeemable warrant. Each whole warrant (each, a "Warrant") entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in th
WARRANT AGREEMENTWarrant Agreement • November 5th, 2021 • TG Venture Acquisition Corp. • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of November 2, 2021 between TG Venture Acquisition Corp., a Delaware corporation, with offices at 1390 Market Street, Suite 200, San Francisco, California 94102 (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as warrant agent (“Warrant Agent”).
NON-REDEMPTION AGREEMENTNon-Redemption Agreement • October 27th, 2023 • TG Venture Acquisition Corp. • Blank checks • Delaware
THIS NON-REDEMPTION AGREEMENT (this “Agreement”) is entered as of October 27, 2023, by and among TG Venture Acquisition Corp. (“TGVC”), Tsangs Group Holdings Limited (the “Sponsor”), Bulldog Investors, LLP (“Bulldog Investors”) and Phillip Goldstein (together with Bulldog Investors, the “Investors”).
NON-REDEMPTION AGREEMENTNon-Redemption Agreement • May 1st, 2023 • TG Venture Acquisition Corp. • Blank checks • Delaware
THIS NON-REDEMPTION AGREEMENT (this “Agreement”) is entered as of April 30, 2023, by and among TG Venture Acquisition Corp. (“TGVC”), Tsangs Group Holdings Limited (the “Sponsor”), Bulldog Investors, LLP (“Bulldog Investors”) and Phillip Goldstein (together with Bulldog Investors, the “Investors”).
AMENDMENT NO. 3 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 2nd, 2023 • TG Venture Acquisition Corp. • Blank checks • Delaware
This Amendment No. 3 to Investment Management Trust Agreement (this “Amendment”) is made as of November 1, 2023, by and between TG Venture Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). All capitalized terms used in this Amendment and not defined herein shall have the meanings ascribed to such terms in the Trust Agreement (as defined below).
FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • August 11th, 2023 • TG Venture Acquisition Corp. • Blank checks • Delaware
This First Amendment to Business Combination Agreement, dated as of August 10, 2023 (this ”Amendment”), is made and entered into by and among (i) The Flexi Group Holdings Ltd, a business company with limited liability incorporated under the laws of the British Virgin Islands and a direct, wholly owned subsidiary of the Company (“PubCo”), (ii) TG Venture Acquisition Corp., a Delaware corporation (“SPAC”), (iii) The Flexi Merger Co. Ltd, a business company with limited liability incorporated under the laws of the British Virgin Islands and a direct, wholly owned subsidiary of PubCo (“Merger Sub 1”), (iv) Flexi Merger Co. LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of PubCo (“Merger Sub 2”), and (v) The Flexi Group Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (the “Company”, together with PubCo, SPAC, Merger Sub 1 and Merger Sub 2, each a “Party” and collectively, the “Parties”).
SECURITIES ASSIGNMENT AGREEMENTSecurities Assignment Agreement • November 5th, 2021 • TG Venture Acquisition Corp. • Blank checks
This Securities Assignment Agreement is dated as of November 2, 2021 (this “Assignment”), by and among Tsangs Group Holdings Limited, a Hong Kong company y (the “Seller”), and the parties identified on the signature page hereto (each a “Buyer” and collectively, the “Buyers”).
TG Venture Acquisition Corp.TG Venture Acquisition Corp. • November 5th, 2021 • Blank checks • New York
This letter agreement by and between TG Venture Acquisition Corp. (the “Company”) and Tsangs Group Holdings Limited (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date of the Company’s final prospectus (the “Start Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
WARRANT AGREEMENTWarrant Agreement • August 13th, 2021 • TG Venture Acquisition Corp. • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2021 between TG Venture Acquisition Corp., a Delaware corporation, with offices at [●] (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as warrant agent (“Warrant Agent”).
AMENDMENT NO. 4 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 2nd, 2023 • TG Venture Acquisition Corp. • Blank checks
THIS AMENDMENT NO. 4 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of November 1, 2023 by and between TG Venture Acquisition Corp. a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
TG Venture Acquisition Corp.TG Venture Acquisition Corp. • August 13th, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into as of March 22, 2021 by and between Dragon Active Limited, a Hong Kong company (the “Subscriber” or “you”), and TG Venture Acquisition Corp., a Delaware corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 788,333 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 114,188 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
TG Venture Acquisition Corp.TG Venture Acquisition Corp. • October 27th, 2023 • Blank checks
