TG VENTURE ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • August 13th, 2021 • TG Venture Acquisition Corp. • Blank checks • New York
TG Venture Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with ThinkEquity, a division of Fordham Financial Management, Inc. (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
TG Venture Acquisition Corp.Securities Subscription Agreement • August 13th, 2021 • TG Venture Acquisition Corp. • 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:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 13th, 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, a division of Fordham Financial Management, Inc. (“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”).
INDEMNITY AGREEMENTIndemnification 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”).
TG Venture Acquisition Corp. San Francisco, California 94102Underwriting 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
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • August 13th, 2021 • TG Venture Acquisition Corp. • Blank checks • Delaware
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [______], 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”).
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”).
