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”);
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
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”).
