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
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 CONFIDENTIALPrivate and Confidential • 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.
