INDEMNITY AGREEMENTIndemnity Agreement • December 23rd, 2020 • Silver Crest Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021, by and between Silver Crest Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 20th, 2021 • Silver Crest Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 13, 2021 by and between Silver Crest Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 20th, 2021 • Silver Crest Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of January 13, 2021, is entered into by and between Silver Crest Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Silver Crest Management LLC, a Cayman Islands limited liability company (the “Purchaser”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • January 20th, 2021 • Silver Crest Acquisition Corp • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of January 13, 2021, is made and entered into by and among Silver Crest Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Silver Crest Management LLC, a Cayman Islands limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
Silver Crest Acquisition Corporation Suite 3501, 35/F, Jardine HouseLetter Agreement • January 20th, 2021 • Silver Crest Acquisition Corp • Blank checks • New York
SILVER CREST ACQUISITION CORPORATION 30,000,000 Units ($10.00 per Unit) UNDERWRITING AGREEMENT January 13, 2021Underwriting Agreement • January 20th, 2021 • Silver Crest Acquisition Corp • Blank checks • New York
SUBSCRIPTION AGREEMENTSubscription Agreement • March 9th, 2022 • Silver Crest Acquisition Corp • Blank checks
This Subscription Agreement (this “Subscription Agreement”) is entered into this [●] day of March, 2022, by and among TH International Limited, an exempted company incorporated under the laws of the Cayman Islands with the registered address at the office of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Issuer”), and the undersigned subscriber (“Subscriber”).
WARRANT AGREEMENT SILVER CREST ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated January 13, 2021Warrant Agreement • January 20th, 2021 • Silver Crest Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated January 13, 2021, is by and between Silver Crest Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
AGREEMENT AND PLAN OF MERGER by and among TH International Limited, Miami Swan Ltd, and Silver Crest Acquisition Corporation dated as of August 13, 2021Agreement and Plan of Merger • August 19th, 2021 • Silver Crest Acquisition Corp • Blank checks • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 13, 2021, by and among TH International Limited, a Cayman Islands exempted company (the “Company”), Miami Swan Ltd, a Cayman Islands exempted company and wholly-owned subsidiary of the Company (“Merger Sub”), and Silver Crest Acquisition Corporation, a Cayman Islands exempted company (“SPAC”). The Company, Merger Sub and SPAC are collectively referred to herein as the “Parties” and individually as a “Party.” All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Article I or as otherwise defined elsewhere in this Agreement.
Silver Crest Acquisition Corporation Suite 3501, 35/F, Jardine HouseLetter Agreement • December 23rd, 2020 • Silver Crest Acquisition Corp • Blank checks • New York
EQUITY SUPPORT AGREEMENTEquity Support Agreement • March 9th, 2022 • Silver Crest Acquisition Corp • Blank checks
This EQUITY SUPPORT AGREEMENT (this “Equity Support Agreement”) is entered into on March 8, 2022, by and between the subscribers set forth on Schedule B hereto (individually, a “Subscriber” and collectively, the “Subscribers”) and TH International Limited, a Cayman Islands exempted company (the “Issuer”, which, for the avoidance of doubt, shall include the entity surviving the Transaction Closing (as defined below)).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 19th, 2021 • Silver Crest Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 202[●] by and among (i) TH International Limited, a Cayman Islands exempted company (including any successor entity thereto, the “Company”), and (ii) the undersigned parties listed as “Investors” on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
LOCK-UP AND SUPPORT AGREEMENTLock-Up and Support Agreement • August 19th, 2021 • Silver Crest Acquisition Corp • Blank checks • New York
THIS LOCK-UP AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of August 13, 2021, by and among TH International Limited, a Cayman Islands exempted company (the “Company”), Silver Crest Acquisition Corporation, a Cayman Islands exempted company (“SPAC”), and the persons listed on Schedule A hereto (each, a “Company Shareholder” and collectively, the “Company Shareholders”).
AMENDMENT NO. 1 TO VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • March 9th, 2022 • Silver Crest Acquisition Corp • Blank checks
This AMENDMENT NO. 1 TO VOTING AND SUPPORT AGREEMENT (this “Amendment”) is entered into as of March 9, 2022, by and among TH International Limited, a Cayman Islands exempted company (the “Company”), Silver Crest Acquisition Corporation, a Cayman Islands exempted company (“SPAC”), and Silver Crest Management LLC, Cayman Islands limited liability company (“Sponsor”). Unless otherwise specifically defined herein, all capitalized terms used but not defined herein shall have the meanings ascribed to them under the Agreement (as defined below).
SPONSOR LOCK-UP AGREEMENTLock-Up Agreement • August 19th, 2021 • Silver Crest Acquisition Corp • Blank checks • New York
This Sponsor Lock-Up Agreement (this “Agreement”) is made and entered into as of August 13, 2021, by and between TH International Limited, a Cayman Islands exempted company (the “Company”), and Silver Crest Management LLC, a Cayman Islands limited liability company (“Sponsor”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • August 19th, 2021 • Silver Crest Acquisition Corp • Blank checks • New York
VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of August 13, 2021, by and among TH International Limited, a Cayman Islands exempted company (the “Company”), Silver Crest Acquisition Corporation, a Cayman Islands exempted company (“SPAC”), and Silver Crest Management LLC, Cayman Islands limited liability company (“Sponsor”).
AMENDMENT NO. 4 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 30th, 2022 • Silver Crest Acquisition Corp • Blank checks
This AMENDMENT NO. 4 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of August 30, 2022 by and among TH International Limited, a Cayman Islands exempted company (the “Company”), Miami Swan Ltd, a Cayman Islands exempted company and wholly-owned subsidiary of the Company (“Merger Sub”), and Silver Crest Acquisition Corporation, a Cayman Islands exempted company (“SPAC”). Unless otherwise specifically defined herein, all capitalized terms used but not defined herein shall have the meanings ascribed to them under the Agreement (as defined below).
SILVER CREST ACQUISITION CORPORATION Suite 3501, 35/F, Jardine HouseSilver Crest Acquisition Corp • December 23rd, 2020 • Blank checks • New York
SILVER CREST ACQUISITION CORPORATION Suite 3501, 35/F, Jardine HouseSilver Crest Acquisition Corp • January 20th, 2021 • Blank checks • New York
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Silver Crest Acquisition Corporation (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Silver Crest Management LLC (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at Suite 3501, 35/F, Jardine House, 1 Connaught Place, Central, Hong Kong (or any successor location). In exchange therefore, the Company shall pay the Sponsor a sum of $10,000 per month on the Effective Date
Silver Crest Acquisition Corporation Suite 3501, 35/F, Jardine HouseSilver Crest Acquisition Corp • December 23rd, 2020 • Blank checks • New York
We are pleased to accept the offer Silver Crest Management LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), has made to subscribe for 7,187,500 Class B ordinary shares (the “Shares”), $0.0001 par value per share (the “Class B Ordinary Shares” together with all other classes of Company (as defined below) ordinary shares, the “Ordinary Shares”), up to 937,500 Shares of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of Silver Crest Acquisition Corporation, a Cayman Islands exempted company (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 31st, 2022 • Silver Crest Acquisition Corp • Blank checks
This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of January 30, 2022 by and among TH International Limited, a Cayman Islands exempted company (the “Company”), Miami Swan Ltd, a Cayman Islands exempted company and wholly-owned subsidiary of the Company (“Merger Sub”), and Silver Crest Acquisition Corporation, a Cayman Islands exempted company (“SPAC”). Unless otherwise specifically defined herein, all capitalized terms used but not defined herein shall have the meanings ascribed to them under the Agreement (as defined below).
AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 27th, 2022 • Silver Crest Acquisition Corp • Blank checks
This AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of June 27, 2022 by and among TH International Limited, a Cayman Islands exempted company (the “Company”), Miami Swan Ltd, a Cayman Islands exempted company and wholly-owned subsidiary of the Company (“Merger Sub”), and Silver Crest Acquisition Corporation, a Cayman Islands exempted company (“SPAC”). Unless otherwise specifically defined herein, all capitalized terms used but not defined herein shall have the meanings ascribed to them under the Agreement (as defined below).
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 9th, 2022 • Silver Crest Acquisition Corp • Blank checks
This AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of March 9, 2022 by and among TH International Limited, a Cayman Islands exempted company (the “Company”), Miami Swan Ltd, a Cayman Islands exempted company and wholly-owned subsidiary of the Company (“Merger Sub”), and Silver Crest Acquisition Corporation, a Cayman Islands exempted company (“SPAC”). Unless otherwise specifically defined herein, all capitalized terms used but not defined herein shall have the meanings ascribed to them under the Agreement (as defined below).
