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Administrative Service Agreement, dated November 2, 2021, by and between the Company and the Sponsor

Contract Categories: Business Operations - Services Agreements
EX-10.5 9 e3240_ex10-5.htm EXHIBIT 10.5


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]






Tsang Group Holdings Limited


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


[Signature Page to Administrative Service Agreement – the Sponsor]