INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 23rd, 2021 • TH International LTD • 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”).
SUBSCRIPTION AGREEMENTSubscription Agreement • March 28th, 2022 • TH International LTD • Retail-eating places
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 • September 23rd, 2021 • TH International LTD • 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”).
ASSIGNMENT, ASSUMPTION AND AMENDED & RESTATED WARRANT AGREEMENTWarrant Agreement • October 13th, 2022 • TH International LTD • Retail-eating places • New York
THIS ASSIGNMENT, ASSUMPTION AND AMENDED & RESTATED WARRANT AGREEMENT (this “Agreement”), dated as of September 28, 2022 (the “Effective Date”), is by and among Silver Crest Acquisition Corporation, a Cayman Islands exempted company (“SPAC”), TH International Limited, 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”).
TH International Limited Dealer Manager and Solicitation Agent AgreementDealer Manager and Solicitation Agent Agreement • May 12th, 2023 • TH International LTD • Retail-eating places • New York
Concurrently with making the offer to exchange described in the preceding paragraph, the Company plans to solicit consents (the “Consents”) from the holders of Warrants (as described in the Offering Documents, the “Consent Solicitation”) to make certain amendments to the terms of the Warrants. Subject to the terms and conditions set forth in the Offering Documents, if Consents are received from the holders of at least 50% of the number of the outstanding public warrants and from at least 50% of the number of the outstanding private placement warrants (which is the minimum number required to amend that certain Assignment, Assumption and Amended & Restated Warrant Agreement, dated as of September 28, 2022, by and among the Company, Silver Crest Acquisition Corporation (the Company’s predecessor and a Cayman Islands exempted company) and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”)), the proposed amendment to the Warrant Agreement set forth in the
EQUITY SUPPORT AGREEMENTEquity Support Agreement • June 8th, 2022 • TH International LTD • Retail-eating places
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)).
CONVERTIBLE NOTE PURCHASE AGREEMENT among th international limited and SUNRISE PARTNERS LIMITED PARTNERSHIP and Pangaea Two Acquisition Holdings XXIIA Ltd Dated December 9, 2021Convertible Note Purchase Agreement • November 17th, 2022 • TH International LTD • Retail-eating places • New York
This CONVERTIBLE NOTE PURCHASE AGREEMENT is entered into as of December 9, 2021, by and among TH INTERNATIONAL LIMITED, an exempted company with limited liability incorporated under the Laws of the Cayman Islands with registration number 336092 (the “Company”, which, for purposes of Section 9 hereto, shall include any successor thereto), Pangaea Two Acquisition Holdings XXIIA Ltd (“PGXXIIA”) and the investor named in Schedule 1 (the “Investor”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 13th, 2022 • TH International LTD • Retail-eating places • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of September 28, 2022 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 • September 23rd, 2021 • TH International LTD • 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 28th, 2022 • TH International LTD • Retail-eating places
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).
SHARE PURCHASE AGREEMENT dated March 30, 2023 by and among EACH OF THE SELLERS LISTED ON SCHEDULE 1 ATTACHED HERETO and TH International Limited and PLKC INTERNATIONAL LIMITEDShare Purchase Agreement • March 31st, 2023 • TH International LTD • Retail-eating places • New York
SPONSOR LOCK-UP AGREEMENTSponsor Lock-Up Agreement • September 23rd, 2021 • TH International LTD • 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 • September 23rd, 2021 • TH International LTD • 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 • October 13th, 2022 • TH International LTD • Retail-eating places
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).
Exhibit A Amended and Restated Master Development Agreement Exhibit AMaster Development Agreement • April 28th, 2023 • TH International LTD • Retail-eating places
THIS AGREEMENT dated March 30, 2023 (the “Original Commencement Date”) has been amended and restated on March 30, 2023 (the “A&R Effective Date”) by and among:
AMENDMENT NO. 1 TO ASSIGNMENT, ASSUMPTION AND AMENDED & RESTATED WARRANT AGREEMENTWarrant Agreement • June 12th, 2023 • TH International LTD • Retail-eating places • New York
This amendment (this “Amendment”) is made as of June 12, 2023, by and between TH International Limited, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), and constitutes an amendment to that certain Assignment, Assumption and Amended & Restated Warrant Agreement, dated as of September 28, 2022 (the “Existing Warrant Agreement”), by and among Silver Crest Acquisition Corporation (“Silver Crest”), the Company and the Warrant Agent. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to such terms in the Existing Warrant Agreement.
Business Cooperation AgreementBusiness Cooperation Agreement • January 28th, 2022 • TH International LTD • Retail-eating places
This Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on December 2, 2021, in Shanghai, the People’s Republic of China (“China” or the “PRC”, only for the purpose of this Agreement, excluding the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan).
AMENDED AND RESTATED MASTER DEVELOPMENT AGREEMENTMaster Development Agreement • September 23rd, 2021 • TH International LTD • New York
THIS AGREEMENT dated June 11, 2018 (the “Original Commencement Date”) has been amended and restated on August 13, 2021 (the “A&R Effective Date”) by and among:
CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN...Company Franchise Agreement • September 23rd, 2021 • TH International LTD • New York
This AMENDED AND RESTATED COMPANY FRANCHISE AGREEMENT (the “Agreement”) dated June 11, 2018 (the “Original Commencement Date”) has been amended and restated on August 13, 2021 (the “A&R Effective Date”)
SHARE PURCHASE AGREEMENTShare Purchase Agreement • July 1st, 2024 • TH International LTD • Retail-eating places • New York
WHEREAS, the Seller is the sole shareholder of the Company, which, in turn, is the sole shareholder of PLKC HK International Limited, a limited liability company organized and existing under the laws of Hong Kong (“PLKC HK”). PLKC HK is the sole shareholder of Bobipai (Shanghai) Catering Management Co., Ltd., a company organized under the laws of the PRC (the “China OpCo”, together with the Company and PLKC HK, the “Targets”, and each a “Target”);
ORDINARY SHARE PURCHASE AGREEMENTOrdinary Share Purchase Agreement • March 28th, 2022 • TH International LTD • Retail-eating places • New York
This ORDINARY SHARE PURCHASE AGREEMENT is made and entered into as of March 11, 2022 (this “Agreement”), by and between CF Principal Investments LLC, a Delaware limited liability company (the “Investor”), and TH International Limited, a Cayman Islands exempted company (including any successor entity, the “Company”).
SECOND AMENDMENT TO the ameNded and restated MASTER DEVELOPMENT AGREEMENTMaster Development Agreement • July 1st, 2024 • TH International LTD • Retail-eating places
This Second Amendment (the “Amendment”) to the Amended and Restated Master Development Agreement, the HK Amended and Restated Company Franchise Agreement and the PRC Amended and Restated Company Franchise Agreement is made on June 28, 2024 by and amongst (1) Tim Hortons Restaurants International GmbH, a private limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of Switzerland (“THRI”), (2) TH Hong Kong International Limited, a company organized under the laws of Hong Kong (the “Master Franchisee”), (3) TH International Limited, a company organized under the laws of Cayman Islands (“Tims China”), and (4) each of Tim Hortons (Shanghai) Food and Beverage Management Co. Ltd., Tim Hortons (China) Holdings Co. Ltd., Tim Hortons (Beijing) Food and Beverage Service Co., Ltd., Tims Coffee (Shenzen) Co., Ltd., and Tim Hortons (Shenzhen) Good and Beverage Co. Ltd., each a company organized under the laws of the People’s Republic of China (individually, a “F
PRIVATE PLACEMENT WARRANTS TENDER AND SUPPORT AGREEMENTPrivate Placement Warrant Tender and Support Agreement • May 12th, 2023 • TH International LTD • Retail-eating places • New York
This PRIVATE PLACEMENT WARRANT TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of April 12, 2023, is entered into by and among TH International Limited, a Cayman Islands exempted company (the “Company”) and each of the persons listed on Schedule A hereto (each, a “Private Warrant Holder” and, together with the holders of the Public Warrants (as defined below), the “Warrant Holders,” and each, a “Warrant Holder”).
TH INTERNATIONAL LIMITED and WILMINGTON SAVINGS FUND SOCIETY, FSB as Trustee INDENTURE Dated as of December 30, 2021 Variable Rate Convertible Senior Notes due 2026Indenture • January 28th, 2022 • TH International LTD • Retail-eating places • New York
AMENDMENT NO. 2 TO EQUITY SUPPORT AGREEMENTEquity Support Agreement • December 28th, 2022 • TH International LTD • Retail-eating places
This AMENDMENT NO. 2 TO THE EQUITY SUPPORT AGREEMENT (this “Amendment”) is entered into as of December 27, 2022, by and between TH International Limited, a Cayman Islands exempted company (the “Issuer”), and Shaolin Capital Partners Master Fund Ltd, MAP 214 Segregated Portfolio, a segregated portfolio of LMA SPC, DS Liquid DIV RVA SCM LLC, and Shaolin Capital Partners SP, a segregated portfolio of PC MAP SPC (each individually, a “Subscriber” and collectively, the “Subscribers”). Capitalized terms used but not defined herein shall have the meanings ascribed to them under the Agreement (as defined below).
CONTROL AGREEMENTControl Agreement • October 13th, 2022 • TH International LTD • Retail-eating places • New York
This Control Agreement (the “Agreement”) is among TH International Limited, a Cayman Islands company (legal name of owner of the Account (as defined below)) (“Pledgor”); Shaolin Capital Management LLC, a Delaware limited liability company, as collateral agent for the Secured Parties (as defined below) (“Collateral Agent”); and U.S. Bank National Association, a national banking association organized under the laws of the United States of America (in such capacity, together with its successor and assigns, the “Intermediary”).
OPTION AGREEMENTOption Agreement • November 17th, 2022 • TH International LTD • Retail-eating places
This Option Agreement (this “Agreement”) is made as of September 28, 2022, by and between, on the one hand, TH International Limited, a Cayman Islands exempted company (the “Company”), Pangaea Two Acquisition Holdings XXIIB Limited, a limited company formed under the laws of the United Kingdom (“XXIIB”), and Pangaea Two Acquisition Holdings XXIIA Limited, a limited company formed under the laws of the United Kingdom (“XXIIA”), and, on the other hand, Sona Credit Master Fund Limited, a company incorporated under the laws of the Cayman Islands (the “Investor”).
SECURITIES PURCHASE AGREEMENT among TH INTERNATIONAL LIMITED and TIM HORTONS RESTAURANTS INTERNATIONAL GMBH PANGAEA THREE ACQUISITION HOLDINGS IV LIMITED PANGAEA TWO ACQUISITION HOLDINGS XXIIA Dated June 28, 2024Securities Purchase Agreement • July 1st, 2024 • TH International LTD • Retail-eating places • New York
This Securities Purchase Agreement (this “Agreement”) is entered into as of June 28, 2024, by and among TH INTERNATIONAL LIMITED, an exempted company with limited liability incorporated under the Laws of the Cayman Islands with registration number 336092 (the “Company”), Tim Hortons Restaurants International GmbH (the “THRI”), Pangaea Three Acquisition Holdings IV Limited (“P3AHIV”) and Pangaea Two Acquisition Holdings XXIIA Limited (“PTAHXXIIA” and together with P3AHIV, the “Cartesian Investors”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • June 8th, 2022 • TH International LTD • Retail-eating places • New York
This Pledge and Security Agreement (as it may be amended or modified from time to time, this “Security Agreement”) is entered into as of May 25, 2022, by and between Shaolin Capital Master Fund, Ltd.; MAP 214 Segregated Portfolio, a segregated portfolio of LMA SPC; DS Liquid DIV RVA SCM LLC; and Shaolin Capital Partners SP, a segregated portfolio of PC MAP SPC, each as secured party (individually in such capacity, a “Secured Party” and, collectively, the “Secured Parties”), TH International Limited, a Cayman Islands exempted company, as pledgor (“Pledgor”) and Shaolin Capital Management LLC, as collateral agent for the Secured Parties, as further set forth in Section 8 hereof (in such capacity, the “Collateral Agent”).
AMENDMENT NO. 2 TO EQUITY SUPPORT AGREEMENTEquity Support Agreement • December 28th, 2022 • TH International LTD • Retail-eating places
This AMENDMENT NO. 2 TO THE EQUITY SUPPORT AGREEMENT (this “Amendment”) is entered into as of December 27, 2022, by and between TH International Limited, a Cayman Islands exempted company (the “Issuer”), and Shaolin Capital Partners Master Fund Ltd, MAP 214 Segregated Portfolio, a segregated portfolio of LMA SPC, DS Liquid DIV RVA SCM LLC, and Shaolin Capital Partners SP, a segregated portfolio of PC MAP SPC (each individually, a “Subscriber” and collectively, the “Subscribers”). Capitalized terms used but not defined herein shall have the meanings ascribed to them under the Agreement (as defined below).
AMENDMENT NO. 1 TO ORDINARY SHARE PURCHASE AGREEMENTOrdinary Share Purchase Agreement • November 17th, 2022 • TH International LTD • Retail-eating places • New York
This Amendment No. 1 (this “Amendment”) to the Ordinary Share Purchase Agreement, dated March 11, 2022, by and between TH International Limited (the “Company”) and CF Principal Investments LLC (the “Investor”) (the “Original Agreement”) is entered into as of November 9, 2022, by and between the Company and the Investor. All capitalized terms not defined herein shall have the meanings ascribed to them in the Original Agreement. The parties, intending to be legally bound, hereby amend the Original Agreement as follows:
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • March 28th, 2022 • TH International LTD • Retail-eating places • New York
This Indemnification Agreement (this “Agreement”) is entered into as of , 2022 by and between TH International Limited, an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”), and the undersigned (“Indemnitee”), and is effective as of the Effective Date (as defined below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 28th, 2022 • TH International LTD • Retail-eating places • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 11, 2022, is by and between CF Principal Investments LLC, a Delaware limited liability company (the “Investor”), and TH International Limited, a Cayman Islands exempted company (the “Company”). For purposes of this Agreement, references to the “Company” shall also include any successor entity to the Company.
FIRST AMENDMENT TO THE AMENDED AND RESTATED MASTER DEVELOPMENT AGREEMENTMaster Development Agreement • October 13th, 2022 • TH International LTD • Retail-eating places
This First Amendment (the “Amendment”) to the Amended and Restated Master Development Agreement is made on September 28, 2022 by and amongst (1) Tim Hortons Restaurants International GmbH, a private limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of Switzerland (“THRI”), (2) TH Hong Kong International Limited, a company organized under the laws of Hong Kong (the “Master Franchisee”) and (3) TH International Limited, a company organized under the laws of Cayman Islands (“Tims China”)
PUBLIC WARRANTS TENDER AND SUPPORT AGREEMENTPublic Warrants Tender and Support Agreement • May 12th, 2023 • TH International LTD • Retail-eating places • New York
This PUBLIC WARRANT TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of May 12, 2023, is entered into by and among TH International Limited, a Cayman Islands exempted company (the “Company”) and each of the persons listed on Schedule A hereto (each, a “Public Warrant Holder” and, together with the holders of the Private Placement Warrants (as defined below), the “Warrant Holders,” and each, a “Warrant Holder”).
