Exhibit 10.6 


 


SECURITIES ASSIGNMENT AGREEMENT


 


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”).


 


WHEREAS, on the
terms and subject to the conditions set forth in this Assignment, the Seller wishes to assign to the Buyers Class B common stocks,
$0.0001 par value (“Class B Common Stocks”), of TG Venture Acquisition Corp., a Delaware corporation (the “Company”),
a newly-organized blank check company, or special purpose acquisition company, formed for the purpose of effecting a merger, stock
exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more
businesses or entities (a “Business Combination”), and the Buyers wish to purchase and receive such Shares (as
defined below) from the Seller.


 


NOW, THEREFORE,
in consideration of the premises, representations, warranties and the mutual covenants contained in this Assignment, and for other
good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto, intending
to be legally bound, hereby agree as follows:


 


Section 1.
             Assignment of Shares. Seller hereby assigns the aggregated amount of 30,000 shares of Class B Common Stock to each of the
Buyers (collectively, the “Shares”) as listed on the Schedule I attached hereto. Each Buyer have paid to
the Seller an aggregate amount of $270.00, or $0.009 per share (the “Purchase Price”), in consideration of the
assignment of the Shares.


 


Section 2.             
Potential Forfeiture of Shares.


 


(a)           In
the event that the Company determines for any reason not to nominate, elect or appoint any Buyer as a member of the board of directors
of the Company, or if any Buyer otherwise does not become a member of the board of directors of the Company for any reason, on
or prior to the closing of the Public Offering (as defined below), or if the Public Offering is not consummated on or prior to
December 31, 2021, such Buyer shall automatically forfeit all of the Shares held by such Buyer, which Shares shall automatically
be assigned and returned to the Seller, and the Seller shall promptly return the applicable portion of the Purchase Price to such
Buyer.


 


(b)         The applicable Buyer shall
take all actions as may be reasonably necessary to consummate any forfeiture contemplated by this Section 2, including entering
into agreements and delivering certificates and instruments and consents as may be deemed by Seller to be necessary or appropriate,
and the applicable Buyer hereby grants to Seller and any representative designated by Seller without further action by such Buyer
a limited irrevocable power of attorney to effect any forfeiture or transfer contemplated hereby on behalf of such Buyer, which
power of attorney shall be deemed to be coupled with an interest.


 


Section 3.
             No Conflicts. Each party represents and warrants that neither the execution and delivery of this Assignment by such party,
nor the consummation or performance by such party of any of the transactions contemplated hereby, will with or without notice or
lapse of time, constitute, create or result in a breach or violation of, default under, loss of benefit or right under or acceleration
of performance of any obligation required under any agreement to which it is a party.


 






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Section 4.             
Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein.
Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for
liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite
period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered
by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and
such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration
statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933,
as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public
Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a letter
agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement with respect
to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the Shares bear a
legend referring to such transfer restrictions.


 


The Shares are being
acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the
resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract,
undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given
the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions
of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the
Seller possess or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability
of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any
person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor”
as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not
join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of
the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Company.


 


Section 5.
            Miscellaneous. This Assignment, together with the certificates, documents, instruments and writings that are delivered pursuant
hereto, constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter. This Assignment
may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute
one and the same instrument. This Assignment may not be amended, modified or waived as to any particular provision, except by a
written instrument executed by all parties hereto. Except as otherwise provided herein, no party hereto may assign either this
Assignment or any of its rights, interests, or obligations hereunder without the prior written approval of the other party.


 


[SIGNATURE PAGE FOLLOWS]


 






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IN WITNESS WHEREOF, the undersigned have
executed this Assignment to be effective as of the date first set forth above.


 


	 	SELLER:
	 	 
	TSANGS
GROUP HOLDINGS LIMITED
	 	 	 
	 	By:	/s/
Patrick Tsang
	 	Name:	Patrick Tsang
	 	Title: 	Sole Director and Managing Member
	 	     
	 	BUYERS:	 
	 	 	 
	 	/s/
Jason Ma
	 	JASON CHENG YUEN
MA
	 	 
	 	/s/
Komal Ahmad
	 	KOMAL AHMAD
	 	 
	 	/s/
Michael Alexander
	 	MICHAEL ALEXANDER



 


[Signature
Page to Securities Assignment Agreement]


 






    	 



    	 



    

 


Schedule I


 


	Name of Transferee	 	Number of Assigned Shares from Tsangs Group Holdings Limited	 	Purchase Amount to Tsangs Group Holdings Limited
	Jason Cheng Yuen Ma	 	 	30,000	 	 	$	270	 
	Komal Ahmads	 	 	30,000	 	 	$	270	 
	Michael Alexander	 	 	30,000	 	 	$	270	 
	 	 	 	Total: 90,000	 	 	 	Total: $810