DLA Piper LLP (US) 1251 Avenue of the Americas New York, New York 10020-1104Business Combination Agreement • December 18th, 2023 • Flexi Group Holdings LTD • Operators of nonresidential buildings
TG Venture Acquisition Corp. 1390 Market Street, Suite 200 San Francisco, CA 94102Advisory Services Agreement • June 13th, 2023 • Flexi Group Holdings LTD • Operators of nonresidential buildings
Reference is hereby made to the letter agreement dated as of December 23, 2022 (the “Agreement”), between TG Venture Acquisition Corp. (collectively, with its subsidiaries and affiliates, the “Company”) and ThinkEquity LLC (“ThinkEquity”) concerning ThinkEquity providing Advisory Services to the Company. Capitalized terms used but not defined herein shall have the respective meanings given to them in the Agreement. The parties have agreed that the Advisory Services shall also include seeking to identify investors to enter into a non-redemption agreement(s) (each a “Non-Redemption Agreement”) with the Company.
LOAN AGREEMENTLoan Agreement • June 13th, 2023 • Flexi Group Holdings LTD • Operators of nonresidential buildings
COMMON GROUND WORKS SDN. BHD. (Registration No. 201601032932 (1203873-X)), a private limited company incorporated in Malaysia with the registered address at 12th Floor, Menara Symphony, No. 5 Jalan Prof. Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor, Malaysia (“Borrower”),
DEED OF GUARANTEEDeed of Guarantee • June 13th, 2023 • Flexi Group Holdings LTD • Operators of nonresidential buildings
FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • August 14th, 2023 • Flexi Group Holdings LTD • Operators of nonresidential buildings • 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”).
STRICTLY PRIVATE AND CONFIDENTIALFinancial Advisory Agreement • August 14th, 2023 • Flexi Group Holdings LTD • Operators of nonresidential buildings • Hong Kong
This letter of engagement (the “Agreement”) sets forth the terms and conditions upon which The Flexi Group De-SPAC (the “De-SPAC” or the “Company”) agrees to engage ARC Group Limited (“ARC” or “Financial Advisor”) collectively referred to as “Parties,” as its Financial Advisor in connection with the De-SPAC.
AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 13th, 2023 • Flexi Group Holdings LTD • Operators of nonresidential buildings
This Amendment No. 1 to Investment Management Trust Agreement (this “Amendment”) is executed as of May 4, 2023, but 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”). All capitalized terms used in this Amendment and not defined herein shall have the meanings ascribed to such terms in the Agreement (as defined below).
SECOND ADDENDUM TO THE LOAN AGREEMENT THIS ADDENDUM is made on the 1st January, 2024 BETWEEN TEO JUHN HOW (NRIC NO. 780821-14-5531) with his address at 11 Jalan 5/4, 46000 Petaling Jaya, Selangor, Malaysia (“Lender”) ANDLoan Agreement • January 4th, 2024 • Flexi Group Holdings LTD • Operators of nonresidential buildings
COMMON GROUND WORKS SDN. BHD. (Registration No. 201601032932 (1203873-X)), a private limited company incorporated in Malaysia with the registered address at 12th Floor, Menara Symphony, No. 5 Jalan Prof. Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya Selangor, Malaysia (“Borrower”).
ADDENDUM TO THE LOAN AGREEMENTLoan Agreement • September 14th, 2023 • Flexi Group Holdings LTD • Operators of nonresidential buildings
COMMON GROUND WORKS SDN. BHD. (Registration No. 201601032932 (1203873-X)), a private limited company incorporated in Malaysia with the registered address at 12th Floor, Menara Symphony, No. 5 Jalan Prof. Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya Selangor, Malaysia (“Borrower”).
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTWarrant Agreement Amendment • June 13th, 2023 • Flexi Group Holdings LTD • Operators of nonresidential buildings • New York
THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated as of [●], 2023, is made by and among TG Venture Acquisition Corp., a Delaware corporation (“TGVC”), The Flexi Group Holdings Ltd, a business company with limited liability incorporated under the laws of the British Virgin Islands (“PubCo”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”) and amends the Warrant Agreement, dated as of November 2, 2021, by and between TGVC and the Warrant Agent (the “Existing Warrant Agreement”). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Warrant Agreement.
