Exhibit 10.1


 


November 2, 2021


 


TG Venture Acquisition Corp.


1390 Market Street, Suite 200


San Francisco, California 94102


 


	Re:	Initial Public Offering
 



 


Ladies and Gentlemen:


 


This letter (this “Letter
Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting
Agreement”) entered into by and between TG Venture Acquisition Corp., a Delaware corporation (the “Company”),
and ThinkEquity, LLC as representative (the “Representative”) of the several underwriters (each, an “Underwriter”
and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public
Offering”), of 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover
over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock,
par value $0.0001 per share (the “Common Stock”), and one redeemable warrant. Each one warrant
(each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50
per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1
(File No. 333-258773) and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and
Exchange Commission (the “Commission”) and the Company has applied to have the Units listed on the Nasdaq
Global Market. Certain capitalized terms used herein are defined in paragraph 11 hereof.


 


In order to induce the
Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of Tsangs Group Holdings Limited
(the “Sponsor”) and the undersigned (other than the Sponsor) (each, an “Insider”
and collectively, the “Insiders”), hereby agrees with the Company as follows:


 


1. The Sponsor and each
Insider agrees that if the Company seeks stockholder approval of a proposed Business Combination, then in connection with such
proposed Business Combination, it, he or she shall (i) vote any shares of Capital Stock owned by it, him or her in favor of any
proposed Business Combination and (ii) not redeem any shares of Common Stock owned by it, him or her in connection with such stockholder
approval. If the Company engages in a tender offer in connection with any proposed Business Combination, the Sponsor and each Insider
agrees that it, he or she will not seek to sell its, his or her shares of Common Stock to the Company in connection with such tender
offer.


 


2. The Sponsor and each
Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within the timeframe set forth
in the Company’s amended and restated certificate of incorporation, as it may be amended from time to time (the “Charter”),
the Sponsor and each Insider shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose
of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, subject to lawfully available
funds therefor, redeem 100% of the Common Stock sold as part of the Units in the Public Offering (the “Offering
Shares”), at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust
Account (as defined below), including interest earned on the funds held in the Trust Account and not previously released to the
Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding
Offering Shares, which redemption will completely extinguish all Public Stockholders’ rights as stockholders (including the right
to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors,
dissolve and liquidate, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide
for claims of creditors and other requirements of applicable law. The Sponsor and each Insider agrees not to propose any amendment
to the Charter to modify (i) the substance or timing of the ability of holders of Offering Shares to seek redemption in connection
with a Business Combination or amendments to the Charter prior thereto or (ii) (A) the Company’s obligation to redeem 100% of the
Offering Shares if the Company does not complete a Business Combination within such time period set forth in the Charter or (B)
any other provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides
its Public Stockholders with the opportunity to redeem their shares of Common Stock upon approval of any such amendment at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds
held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding
Offering Shares.


 






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The Sponsor and each Insider
acknowledges that it, he or she has no right, title, interest or claim of any kind in or to any monies held in the Trust Account
or any other asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares held by it,
him or her. The Sponsor and each Insider hereby further waives, with respect to any shares of Common Stock held by it, him or her,
if any, whether acquired now or hereafter, any redemption rights it, he or she may have in connection with the consummation of
a Business Combination or amendments to the Charter prior thereto, including, without limitation, any such rights available in
the context of a stockholder vote to approve such Business Combination or a stockholder vote to approve an amendment to the Charter
to modify (i) (A) the substance or timing of the Company’s obligation to redeem 100% of the Offering Shares if the Company has
not consummated a Business Combination within the time period set forth in the Charter or (B) any other provisions relating to
stockholders’ rights or pre-initial Business Combination activity or (ii) in the context of a tender offer made by the Company
to purchase shares of Common Stock (although the Sponsor, the Insiders and their respective affiliates shall be entitled to redemption
and liquidation rights with respect to any Offering Shares it or they hold if the Company fails to consummate a Business Combination
within the time period set forth in the Charter).


 


3. During the period commencing
on the date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider shall not, without
the prior written consent of the Representative, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant
any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent
position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission promulgated thereunder,
with respect to any Units, shares of Capital Stock, Warrants or any securities convertible into, or exercisable, or exchangeable
for, shares of Capital Stock owned by it, him or her, (ii) enter into any swap or other arrangement that transfers to another,
in whole or in part, any of the economic consequences of ownership of any Units, shares of Capital Stock, Warrants or any securities
convertible into, or exercisable, or exchangeable for, shares of Capital Stock owned by it, him or her, whether any such transaction
is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction
specified in clause (i) or (ii). Each of the Insiders and the Sponsor acknowledges and agrees that, prior to the effective date
of any release or waiver, of the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the
impending release or waiver by press release through a major news service at least two business days before the effective date
of the release or waiver. Any release or waiver granted shall only be effective two business days after the publication date of
such press release. The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer
not for consideration and the transferee has agreed in writing to be bound by the same terms described in this Letter Agreement
to the extent and for the duration that such terms remain in effect at the time of the transfer.


 






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4. In the event of the
liquidation of the Trust Account upon the failure of the Company to consummate its initial Business Combination within the time
period set forth in the Charter, the Sponsor (the “Indemnitor”) agrees to indemnify and hold harmless the
Company against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all legal
or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened)
to which the Company may become subject as a result of any claim by (i) any third party for services rendered or products sold
to the Company or (ii) any prospective target business with which the Company has entered into a written letter of intent, confidentiality
or other similar agreement or Business Combination agreement (a “Target”); provided, however, that such
indemnification of the Company by the Indemnitor shall (x) apply only to the extent necessary to ensure that such claims by a third
party or a Target do not reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per Offering Share and
(ii) the actual amount per Offering Share held in the Trust Account as of the date of the liquidation of the Trust Account, if
less than $10.20 per Offering Share is then held in the Trust Account due to reductions in the value of the trust assets, less
interest earned on the Trust Account which may be withdrawn to pay taxes, (y) not apply to any claims by a third party or a Target
which executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable)
and (z) not apply to any claims under the Company’s indemnity of the Underwriters against certain liabilities, including liabilities
under the Securities Act of 1933, as amended. The Indemnitor shall have the right to defend against any such claim with counsel
of its choice reasonably satisfactory to the Company if, within 15 days following written receipt of notice of the claim to the
Indemnitor, the Indemnitor notifies the Company in writing that it shall undertake such defense.


 


5. To the extent that the
Underwriters do not exercise their over-allotment option to purchase up to an additional 1,500,000 Units in full within 45 days
from the date of the Prospectus (and as further described in the Prospectus), the Sponsor and Dragon Active Limited (“Dragon”)
agree to forfeit, pro rata based on the amount of the Founder Shares each holds, at no cost, a number of Founder Shares in the
aggregate equal to 375,000 multiplied by a fraction, (i) the numerator of which is 1,500,000 minus the number of Units purchased
by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. In the event
that the over-allotment option is not exercised in full, the Sponsor and Dragon will be required to forfeit only that number of
Founder Shares as is necessary so that the Initial Stockholders in aggregate will own an aggregate of 20.0% of the Company’s issued
and outstanding shares of Capital Stock after the Public Offering.


 


6. The Sponsor and each
Insider hereby agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably injured in the event of
a breach by such Sponsor, Dragon or an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 7(a), 7(b), and 9,
as applicable, of this Letter Agreement (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching
party shall be entitled to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in
the event of such breach.


 


7. (a) The Sponsor and
each Insider agrees that it, he or she shall not Transfer any Founder Shares (or shares of Common Stock issuable upon conversion
thereof) until the earlier of (A) six months after the completion of the Company’s initial Business Combination or (B) subsequent
to the Business Combination, (x) if the last sale price of the Common Stock equals or exceeds $12.00 per share (as adjusted for
stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day
period commencing at least 150 days after the Company’s initial Business Combination or (y) the date on which the Company completes
a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s
stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (the “Founder
Shares Lock-up Period”).


 






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(b) The Sponsor and each
Insider agrees that it, he or she shall not Transfer any Private Placement Warrants or shares of Common Stock issued or issuable
upon the exercise of the Private Placement Warrants, until 30 days after the completion of a Business Combination (the “Private
Placement Warrants Lock-up Period”, together with the Founder Shares
Lock-up Period, the “Lock-up Periods”).


 


(c) Notwithstanding the
provisions set forth in paragraphs 7(a) and (b), Transfers of the Founder Shares, Private Placement Warrants and shares of Common
Stock issued or issuable upon the exercise or conversion of the Private Placement Warrants or the Founder Shares that are held
by the Sponsor, any Insider or any of their permitted transferees (that have complied with this paragraph 7(c)), are permitted
(a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors or any
affiliate of the Sponsor or to any member(s) of the Sponsor or any of their affiliates; (b) in the case of an individual, by gift
to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate
family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of laws of
descent and distribution upon death of such individual; (d) in the case of an individual, pursuant to a qualified domestic relations
order; (e) by private sales or transfers made in connection with the consummation of an initial Business Combination at prices
no greater than the price at which the shares or warrants were originally purchased; (f) in the event of the Company’s liquidation
prior to the completion of an initial Business Combination; or (g) by virtue of the laws of the State of Delaware or the Sponsor’s
limited liability company agreement upon dissolution of the Sponsor; provided, however, that in the case of clauses
(a) through (e) or (g), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by
the transfer restrictions herein.


 


8. The Sponsor and each
Insider represents and warrants that it, he or she has never been suspended or expelled from membership in any securities or commodities
exchange or association or had a securities or commodities license or registration denied, suspended or revoked. Each Insider’s
biographical information furnished to the Company (including any such information included in the Prospectus) is true and accurate
in all respects and does not omit any material information with respect to the Insider’s background. Each Insider’s questionnaire
furnished to the Company is true and accurate in all respects. Each Insider represents and warrants that: it, he or she is not
subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or
refrain from any act or practice relating to the offering of securities in any jurisdiction; it, he or she has never been convicted
of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another
person, or (iii) pertaining to any dealings in any securities and it, he or she is not currently a defendant in any such criminal
proceeding.


 


9. Except as disclosed
in the Prospectus, neither the Sponsor nor any officer, director or any affiliate of the Sponsor, officer or director of the Company,
shall receive any finder’s fee, reimbursement, consulting fee, monies in respect of any repayment of a loan or other compensation
prior to, or in connection with any services rendered in order to effectuate, the consummation of the Company’s initial Business
Combination (regardless of the type of transaction that it is).


 


10. The Sponsor and each
Insider has full right and power, without violating any agreement to which it is bound (including, without limitation, any non-competition
or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and, as applicable, to
serve as an officer and/or director on the board of directors of the Company and hereby consents to being named in the Prospectus
as an officer and/or director of the Company of the Company.


 






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11. As used herein, (i) “Business Combination” shall mean a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Capital
Stock” shall mean, collectively, the Common Stock and the Founder Shares; (iii) “Founder
Shares” shall mean (a) the 2,589,149 shares of the Company’s Class B common stock, par value $0.0001 per share,
initially issued to the Sponsor and Dragon (up to 375,000 Shares of which are subject to complete or partial forfeiture by the
Sponsor and Dragon if the over-allotment option is not exercised by the Underwriters) for an aggregate purchase price of $23,282,
or $0.009 per share; and (b) an aggregate of 300,000 shares of the Company’s Class B common stock, par value $0.0001 per share,
initially issued to certain other individuals for an aggregate purchase price of $1,350.00, or $0.009 per share, prior to the consummation
of the Public Offering; (iv) “Initial Stockholders” shall mean the Sponsor, Dragon and any
Insider that holds Founder Shares; (v) “Private Placement Warrants” shall mean
the 5,050,000 warrants (or 5,500,000 if the over-allotment option is exercised in full by the Underwriters) that the Sponsor agrees
to purchase at a price of $1.00 per warrant, for an aggregate purchase price of $5,050,000 (or $5,500,000 if the over-allotment
option is exercised in full by the Underwriters) in a private placement that will close simultaneously with the closing of the
Public Offering; (vi) “Public Stockholders” shall mean the holders of securities issued in
the Public Offering; (vii) “Trust Account” shall mean the trust fund into which a portion
of the net proceeds of the Public Offering shall be deposited; and (viii) “Transfer” shall mean the (a)
sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose
of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation
with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and
regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement
that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such
transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention
to effect any transaction specified in clause (a) or (b).


 


12. The Company will maintain
an insurance policy or policies providing directors’ and officers’ liability insurance, and each director and officer shall be
covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for
any of the Company’s directors or officers.


 


13. This Letter Agreement
constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof 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 changed, amended,
modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument
executed by all parties hereto.


 


14. No party hereto may
assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written consent
of the other parties. 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 shall be binding on the Sponsor and
each Insider and their respective successors, heirs and assigns and permitted transferees.


 


15. Nothing in this Letter
Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto any right, remedy
or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All
covenants, conditions, stipulations, promises and agreements contained in this Letter Agreement shall be for the sole and exclusive
benefit of the parties hereto and their successors, heirs, personal representatives and assigns and permitted transferees.


 






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16. This Letter Agreement
may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


17. This Letter Agreement
shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity
or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or
unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Letter Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


18. This Letter Agreement
shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to
conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The parties hereto
(i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall
be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and
venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or
that such courts represent an inconvenient forum.


 


19. Any notice, consent
or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing and shall
be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or facsimile
transmission.


 


20. This Letter Agreement
shall terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the Company; provided, however,
that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated and closed by November
30, 2021; provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.


 


21. The Company, the Sponsor
and each Insider hereby acknowledges and agrees that the Representative on behalf of the Underwriters is a third party beneficiary
of this Letter Agreement.


 


[Signature Page Follows]


 



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Sincerely,


	 	Tsangs
Group Holdings Limited 
	 	 	 
	 	By:	/s/
Patrick Tsang
	 	 	Name:
Patrick Tsang
	 	 	Title:
Managing Member
	 	 	 
	 	 	/s/
    Pui Lan Patrick Tsang
	 	 	Pui
    Lan Patrick Tsang
	 	 	 
	 	 	/s/
    Philip Rettger
	 	 	Philip
    Rettger
	 	 	 
	 	 	/s/
    Jason Cheng Yuan Ma
	 	 	Jason
    Cheng Yuan Ma
	 	 	 
	 	 	/s/
    Komal Ahmad
	 	 	Komal
    Ahmad
	 	 	 
	 	 	/s/
Michael Alexander
	 	 	Michael
Alexander
	 	 	 
	 	Dragon
Active Limited 
	 	 	 
	 	By:	/s/
Kelvin Liu
	 	 	Name:
Kelvin Liu
	 	 	Title:
Managing Member
	 	 	 
	 	ThinkEquity,
LLC
	 	 	 
	 	By:	/s/
Eric Lord
	 	 	Name:
Eric Lord
	 	 	Title:
Head of Investment Banking
	 	 	 
	 	TriPoint
Capital Management, LLC
	 	 	 
	 	By:	/s/
Michael Boswell
	 	 	Name:
Michael Boswell
	 	 	Title:
Managing Diretor
	 	 	 
	 	HFI Limited 
	 	 	 
	 	By:	/s/
Simon Powell
	 	 	Name:
Simon Powell
	 	 	Title:
Managing Director



 


	Acknowledged
and Agreed:	 
	 	 
	TG
Venture Acquisition Corp.	 
	 	 	 
	By:	/s/
Patrick Tsang	 
	 	Name:	Patrick
Tsang	 
	 	Title:	Chief Executive
Officer	 



 


[Signature Page to Letter Agreement]


 


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