Exhibit 10.4


 


PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT


 


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’).


 


WHEREAS, the Company intends
to consummate a public offering of the Company’s units (the ’Public Offering’), each unit consisting of one share
of the Company’s Class A common stock, par value $0.0001 per share (a ’Share’), and one redeemable warrant, each
one warrant exercisable for one Share at an exercise price of $11.50 per Share, as set forth in the Company’s registration statement
on Form S-1 related to the Public Offering (the ’Registration Statement’); and


 


WHEREAS, the Purchaser
has agreed to purchase from the Company an aggregate of 5,050,000 warrants, or 5,500,000 if the underwriters’ over-allotment option
is exercised, (the ’Sponsor Warrants’), each Sponsor Warrant entitling the holder to purchase one Share at an exercise
price of $11.50 per Share.


 


NOW THEREFORE, in consideration
of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:


 


AGREEMENT


 


Section 1. Authorization,
Purchase and Sale; Terms of the Sponsor Warrants.


 


A. Authorization of the
Sponsor Warrants. The Company has duly authorized the issuance and sale of the Sponsor Warrants to the Purchaser.


 


B. Purchase and Sale of
the Sponsor Warrants.


 


(i) As payment in full
for the 5,050,000 Sponsor Warrants being purchased under this Agreement, Purchaser shall pay $5,050,000 (the ’Purchase Price’),
which amounts shall increase to 5,500,000 Sponsor Warrants for a Purchase Price of $5,500,000 if the underwriters’ over-allotment
option is exercised, and in such case all references herein to Purchase Price shall instead refer to 5,500,000, by wire transfer
of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the
’Trust Account’) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer
& Trust Company, acting as trustee, at least one (1) business day prior to the date of effectiveness of the Registration Statement.


 


(ii) The closing of the
purchase and sale of the Sponsor Warrants shall take place simultaneously with the closing of the Public Offering (the ’Closing
Date’). The closing of the purchase and sale of the Sponsor Warrants shall take place at the offices of Hunter Taubman
Fischer & Li LLC, 800 Third Ave, Suite 2800, New York, NY 10022, or such other place as may be agreed upon by the parties hereto.


 






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C. Terms of the Sponsor
Warrants.


 


(i) The Sponsor Warrants
shall have their terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent, in connection with
the Public Offering (a ’Warrant Agreement’).


 


(ii) At or prior to the
time of the Closing Date, the Company and the Purchaser shall enter into a registration rights agreement (the ’Registration
Rights Agreement’) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the
Sponsor Warrants and the Shares underlying the Sponsor Warrants.


 


Section 2. Representations
and Warranties of the Company. As a material inducement to the Purchaser to enter into this Agreement and purchase the Sponsor
Warrants, the Company hereby represents and warrants to the Purchaser (which representations and warranties shall survive the Closing
Dates) that:


 


A. Organization and Corporate
Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware
and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a
material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite
corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.


 


B. Authorization; No Breach.


 


(i) The execution, delivery
and performance of this Agreement and the Sponsor Warrants have been duly authorized by the Company as of the Closing Date. This
Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in
accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Sponsor Warrants will constitute
valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Date.


 


(ii) The execution and
delivery by the Company of this Agreement and the Sponsor Warrants, the issuance and sale of the Sponsor Warrants, the issuance
of the Shares upon exercise of the Sponsor Warrants and the fulfillment of, and compliance with, the respective terms hereof and
thereof by the Company, do not and will not as of the Closing Date (a) conflict with or result in a breach of the terms, conditions
or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance
upon the Company’s capital stock or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval,
exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency
pursuant to the certificate of incorporation or the bylaws of the Company (in effect on the date hereof or as may be amended prior
to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject,
or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof
under federal or state securities laws.


 


C. Title to Securities.
Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Sponsor Warrants will
be duly and validly issued and the Shares issuable upon exercise of the Sponsor Warrants will be duly and validly issued, fully
paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement,
the Purchaser will have good title to the Sponsor Warrants and the Shares issuable upon exercise of such Sponsor Warrants, free
and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other
agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or
encumbrances imposed due to the actions of the Purchaser.


 






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D. Governmental Consents.
No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required in connection
with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any other transactions
contemplated hereby.


 


Section 3. Representations
and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Sponsor
Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall
survive the Closing Date) that:


 


A. Organization and Requisite
Authority. The Purchaser is duly organized, validly existing and in good standing under the laws of the State of Delaware and possesses
all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.


 


B. Authorization; No Breach.


 


(i) This Agreement constitutes
a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to
general equitable principles (whether considered in a proceeding in equity or law).


 


(ii) The execution and
delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not
and shall not as of the Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or provisions
of any agreement, instrument, order, judgment or decree to which the Purchaser is subject.


 


C. Investment Representations.


 


(i) The Purchaser is acquiring
the Sponsor Warrants and, upon exercise of the Sponsor Warrants, the Shares issuable upon such exercise (collectively, the ’Securities’),
for the Purchaser’s own account, for investment purposes only and not with a view towards, or for resale in connection with, any
public sale or distribution thereof.


 


(ii) The Purchaser is an
‘accredited investor’ as such term is defined in Rule 501(a)(3) of Regulation D of the Securities Act of 1933, as amended (the
’Securities Act’), and such Purchaser has not experienced a disqualifying event as enumerated pursuant to Rule 506(d)
of Regulation D under the Securities Act.


 


(iii) The Purchaser understands
that the Securities are being offered and will be sold to it in reliance on specific exemptions from the registration requirements
of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the
Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein in order to determine the availability
of such exemptions and the eligibility of the Purchaser to acquire such Securities.


 






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(iv) The Purchaser did
not enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502(c)
under the Securities Act.


 


(v) The Purchaser has been
furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer
and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions
of the executive officers and directors of the Company. The Purchaser understands that its investment in the Securities involves
a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed
investment decision with respect to the acquisition of the Securities.


 


(vi) The Purchaser understands
that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation
or endorsement of the Securities or the fairness or suitability of the investment in the Securities by the Purchaser nor have such
authorities passed upon or endorsed the merits of the offering of the Securities.


 


(vii) The Purchaser understands
that: (a) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and
may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold in reliance
on an exemption therefrom; and (b) except as specifically set forth in the Registration Rights Agreement, neither the Company nor
any other person is under any obligation to register the Securities under the Securities Act or any state securities laws or to
comply with the terms and conditions of any exemption thereunder. While such Purchaser understands that Rule 144 under the Securities
Act is not available for the resale of securities initially issued by shell companies (other than business combination related
shell companies) or issuers that have been at any time previously a shell company, such Purchaser understands that Rule 144 includes
an exception to this prohibition if the following conditions are met: (i) the issuer of the securities that was formerly a shell
company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, as amended (the ‘Exchange Act’); (iii) the issuer of the securities has filed
all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period
that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed
from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not
a shell company.


 


(viii) The Purchaser has
such knowledge and experience in financial and business matters, knowledge of the high degree of risk associated with investments
in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an
investment in the Securities and is able to bear the economic risk of an investment in the Securities in the amount contemplated
hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current financial needs and contingencies
and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Securities.
The Purchaser can afford a complete loss of its investment in the Securities.


 


Section 4. Conditions of
the Purchaser’s Obligations. The obligations of the Purchaser to purchase and pay for the Sponsor Warrants are subject to the fulfillment,
on or before the Closing Date, of each of the following conditions:


 






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A. Representations and
Warranties. The representations and warranties of the Company contained in Section 2 shall be true and correct at and as of the
Closing Date as though then made.


 


B. Performance. The Company
shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required
to be performed or complied with by it on or before the Closing Date.


 


C. No Injunction. No litigation,
statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed
by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over
the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement or
the Warrant Agreement.


 


D. Warrant Agreement and
Registration Rights Agreement. The Company shall have entered into a Warrant Agreement with a warrant agent (the ’Warrant
Agreement’) and the Registration Rights Agreement, each on terms satisfactory to the Purchaser.


 


E. Corporate Consents.
The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance of this
Agreement and the Warrant Agreement and the issuance and sale of the Sponsor Warrants hereunder.


 


Section 5. Conditions of
the Company’s Obligations. The obligations of the Company to the Purchaser under this Agreement are subject to the fulfillment,
on or before the Closing Date, of each of the following conditions:


 


A. Representations and
Warranties. The representations and warranties of the Purchaser contained in Section 3 shall be true and correct at and as of the
Closing Date as though then made.


 


B. Performance. The Purchaser
shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required
to be performed or complied with by the Purchaser on or before the Closing Date.


 


C. No Injunction. No litigation,
statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed
by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over
the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement or
the Warrant Agreement.


 


D. Warrant Agreement and
Registration Rights Agreement. The Company shall have entered into the Warrant Agreement and the Registration Rights Agreement.


 


E. Corporate Consents.
The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance of this
Agreement and the Warrant Agreement and the issuance and sale of the Sponsor Warrants hereunder.


 


Section 6. Termination.
This Agreement may be terminated at any time after March 31, 2021 upon the election by either the Company or the Purchaser upon
written notice to the other parties if the closing of the Public Offering does not occur prior to such date.


 






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Section 7. Survival of
Representations and Warranties. All of the representations and warranties contained herein shall survive the Closing Date.


 


Section 8. Definitions.
Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the Registration Statement.


 


Section 9. Miscellaneous.


 


A. Successors and Assigns.
Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any
of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether so expressed
or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement, other than
assignments by the Purchaser to affiliates thereof.


 


B. Severability. Whenever
possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective
only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.


 


C. Counterparts. This Agreement
may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than one party, but
all such counterparts taken together shall constitute one and the same agreement. In the event that any signature is delivered
by facsimile transmission or by e-mail delivery of a ‘pdf’ format data file, such signature shall create a valid and binding obligation
of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or ‘pdf’
signature page were an original thereof.


 


D. Descriptive Headings;
Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive
part of this Agreement. The use of the word ‘including’ in this Agreement shall be by way of example rather than by limitation.


 


E. Governing Law. This
Agreement shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be construed
in accordance with the internal laws of the State of Delaware.


 


F. Amendments. This Agreement
may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto.


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF, the
parties hereto have executed this Agreement to be effective as of the date first set forth above.


 


	 	COMPANY:
	 	 
	 	TG
VENTURE ACQUISITION CORP.
	 	 
	 	By:	/s/
Patrick Tsang
	 	Name:	Patrick
Tsang
	 	Title:	Chief
Executive Officer
	 	 	 
	 	PURCHAESR:
	 	 
	 	TSANGS
GROUP HOLDINGS LIMITED
	 	 
	 	By:	/s/
Apple Lo
	 	Name:	Apple
Lo 
	 	Title:
	Company
Secretary



 


[Signature Page to Private Placement Warrant
Purchase Agreement-TG Venture Acquisition Corp.]


 


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