Exhibit 10.5


 


TG Venture Acquisition
Corp.


1390 Market Street,
Suite 200


San Francisco, California 94102


 


November 2, 2021


 


Tsangs Group Holdings Limited


Unit F, 6/F, China Overseas Building,


139 Hennessy Road, Wan Chai, Hong Kong


 


Re: Administrative Service Agreement


 


Ladies and Gentlemen:


 


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”):


 


(i) The Sponsor shall make
available, or cause to be made available, to the Company, at 1390 Market Street, Suite 200, San Francisco, CA 94102 (or any successor
location of the Sponsor), certain office space, utilities and secretarial and administrative support as may be reasonably required
by the Company. In exchange therefor, the Company shall pay to the Sponsor the sum of $444.44 per month on the Start Date and continuing
monthly thereafter until the Termination Date;


 


(ii) The Sponsor hereby
agrees that the Company may delay payment of such monthly fee upon a determination by the Company’s audit committee that the Company
lacks sufficient funds held outside the Trust Account (defined below) to pay actual or anticipated expenses in connection with
the Company’s initial business combination as described in the Registration Statement. Any such unpaid amount will accrue without
interest and be due and payable no later than the date of the consummation of the Company’s initial business combination; and


 


(iii) The Sponsor hereby
irrevocably waives any and all right, title, interest, causes of action and claims of any kind as a result of, or arising out of,
this letter agreement (each, a “Claim”) in or to, and any and all right to seek payment of any amounts due to it out
of, the trust account established for the benefit of the public stockholders of the Company and into which substantially all of
the proceeds of the Company’s initial public offering will be deposited (the “Trust Account”) as a result of, or arising
out of, this letter agreement, and hereby irrevocably waives any Claim it may have in the future, which Claim would reduce, encumber
or otherwise adversely affect the Trust Account or any monies or other assets in the Trust Account, and further agrees not to seek
recourse, reimbursement, payment or satisfaction of any Claim against the Trust Account or any monies or other assets in the Trust
Account for any reason whatsoever.


 


This letter agreement constitutes
the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings,
agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject
matter hereof or the transactions contemplated hereby.


 


This letter agreement may
not be amended, modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.


 


No party hereto may assign
either this letter agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the
other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer
or assign any interest or title to the purported assignee.


 


This letter agreement constitutes
the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute,
law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York,
without giving effect to its choice of law principles.


 


[Signature Page Follows]


 



    	 



    	 



    

 


	 	Very
truly yours,
	 	 
	 	TG
Venture Acquisition Corp.
	 	 	 
	 	By:	/s/ Pui
Lan Patrick Tsang 
	 	 	Name:	Pui
Lan Patrick Tsang
	 	 	Title:	Chief
Executive Officer 



 


[Signature Page to
Administrative Service Agreement – the Company]


 






    	 



    	 



    

 


AGREED TO AND ACCEPTED BY:


 


Tsang Group Holdings Limited


 


	By:	/s/ Patrick Tsang	 
	 	Name: Patrick Tsang	 
	 	Title: Chief Executive Officer	 


 


[Signature Page to Administrative Service
Agreement – the Sponsor]