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”).
EQUITY SUPPORT AGREEMENTEquity Support Agreement • March 28th, 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 [SONA CREDIT MASTER FUND LIMITED]/ [SUNRISE PARTNERS LIMITED PARTNERSHIP] and Pangaea Two Acquisition Holdings XXIIA Ltd Dated December 9, 2021Convertible Note Purchase Agreement • March 28th, 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”).
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).
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”).
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.
