TG VENTURE ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • November 5th, 2021 • TG Venture Acquisition Corp. • 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:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 5th, 2021 • TG Venture Acquisition Corp. • Blank checks • New York
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”).
November 2, 2021Underwriting 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 • 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’).
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”).
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.Administrative Service Agreement • November 5th, 2021 • TG Venture Acquisition Corp. • 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”):
