DLA Piper LLP (US) 1251 Avenue of the Americas New York, New York 10020-1104Flexi Group Holdings LTD • August 14th, 2023 • Operators of nonresidential buildings
Company FiledAugust 14th, 2023 Industry
FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • August 14th, 2023 • Flexi Group Holdings LTD • Operators of nonresidential buildings • Delaware
Contract Type FiledAugust 14th, 2023 Company Industry JurisdictionThis 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 CONFIDENTIALPrivate and Confidential • August 14th, 2023 • Flexi Group Holdings LTD • Operators of nonresidential buildings • Hong Kong
Contract Type FiledAugust 14th, 2023 Company Industry JurisdictionThis 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.