AGREEMENT AND PLAN OF MERGER by and among TH International Limited, Miami Swan Ltd, and Silver Crest Acquisition Corporation dated as of August 13, 2021Merger Agreement • 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.
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”).
