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”).
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”).
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).
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”).
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”)
