TFI TAB GIDA YATIRIMLARI A.Ş. AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit AgreementDeposit Agreement • January 26th, 2018 • Tfi Tab Gida Yatirimlari A.S. • Retail-eating places • New York
DEPOSIT AGREEMENT dated as of [·], 2018 among TFI TAB GIDA YATIRIMLARI A.Ş., a company incorporated under the laws of the Republic of Turkey (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
PANGAEA FOODS, SPC FOR THE ACCOUNT OF PANGAEA FOODS (CHINA), SP BK ASIAPAC, PTE. LTD. AND THE OTHER PARTIES SIGNATORY HERETOInvestment Agreement • January 18th, 2018 • Tfi Tab Gida Yatirimlari A.S. • Retail-eating places • Hong Kong
AMENDED AND RESTATED DEVELOPMENT AGREEMENT Dated 5 June 2002 as previously amended by the First Amendment on 27 May 2013 and as amended and restated on 22 January 2018 amongDevelopment Agreement • January 29th, 2018 • Tfi Tab Gida Yatirimlari A.S. • Retail-eating places
THIS AMENDED AND RESTATED DEVELOPMENT AGREEMENT (this “Agreement”) dated 5 June 2002 as previously amended by the First Amendment on 27 May 2013 and as amended and restated on 22 January 2018 with effect from the Effective Date (defined below), is made and delivered as a deed among:
Ladies and Gentlemen: Re: Shareholders’ Agreement relating to TFI TAB Gıda Yatırımları A.Ş. (the “Company”)Tfi Tab Gida Yatirimlari A.S. • January 26th, 2018 • Retail-eating places
We refer to that certain Shareholders’ Agreement, dated July 29, 2016 (the “Shareholders’ Agreement”), that certain letter of Undertaking dated December 8, 2016 and that certain Letter Agreement, dated November 6, 2017 (the “Side Letter”), between and among the signatories hereto, relating to the Company. Capitalized defined terms used but not defined herein have the meaning attributed to them in the Shareholders’ Agreement and the Side Letter. For the purposes of this letter agreement, the term “Ordinary Shareholders” means the following signatories hereto: Yurdanur Kurdoğlu, Erhan Kurdoğlu, Korhan Kurdoğlu, Tuna Kurdoğlu, Ata Holding A.Ş., Ömer Ali Üründül, Duran Uğur, Mehmet Mert Üründül, and Emine Aslı Üründül.
MASTER FRANCHISE AND DEVELOPMENT AGREEMENTMaster Franchise • December 29th, 2017 • Tfi Tab Gida Yatirimlari A.S. • Retail-eating places
For the purposes of this Agreement, the above parties shall be individually referred to as a “Party” and collectively referred to as the “Parties”.
AMENDMENT TO THE EMPLOYEE SHARE PURCHASE RIGHTS AGREEMENTEmployee Share Purchase Rights Agreement • November 13th, 2017 • Tfi Tab Gida Yatirimlari A.S. • Retail-eating places
This Amendment to the Employee Share Purchase Rights Agreement (the “Amendment”) has been entered into on the th of May 2016 by and between:
MASTER FRANCHISE AND DEVELOPMENT AGREEMENTMaster Franchise • January 18th, 2018 • Tfi Tab Gida Yatirimlari A.S. • Retail-eating places
For the purposes of this Agreement, the above parties shall be individually referred to as a “Party” and collectively referred to as the “Parties”.
Dated 29 July 2016 Shareholders’ Agreement between Original Shareholders (as defined herein) ELQ Investors VIII Ltd and European Bank for Reconstruction and Development and Clouse SA as Preferred Shareholders TFI TAB Gıda Yatırımları A.Ş. as CompanyShareholders’ Agreement • November 13th, 2017 • Tfi Tab Gida Yatirimlari A.S. • Retail-eating places • London
FRANCHISE AGREEMENT (“Agreement”) dated June 15, 2012 (“Commencement Date”).Franchise Agreement • December 29th, 2017 • Tfi Tab Gida Yatirimlari A.S. • Retail-eating places • Hong Kong
BK ASIAPAC PTE. LTD., a company organized under the laws of Singapore and having a principal place of business at 101 Thomson Road, #13-03/04 United Square, Singapore 307591 (“FRANCHISOR”), and BURGER KING (SHANGHAI) RESTAURANT COMPANY LTD., a company organized under the laws of the People’s Republic of China and having a principal place of business at Room 704-708, Finance Square, No. 333 Jiujiang Road, Shanghai 200001, PRC (“BK Shanghai”), BK (Beijing) Restaurant Management Co., Ltd., a company organized under the laws of the People’s Republic of China and having a principal place of business at 5th Floor, Zhongfang Building, No. 19 Jianguomennei Street, Beijing 100005, PRC (“BK Beijing”), and BK Foods (Shenzhen) Co., Ltd., a company organized under the laws of the People’s Republic of China and having a principal place of business at Room 1803, International Chamber of Commerce Tower, Fuhua 3rd Road, Shenzhen 518048, PRC (“BK Shenzhen”) (individually and collectively, the “Franchise
SHAREHOLDERS AGREEMENT among KRD Kurdoğlu Gıda Sanayi ve Ticaret A.Ş, Pangaea Two, LP, Pangaea Two Parallel, LP and Pangaea Foods, SPC for the Account of Pangaea Foods (China), SP, Dated as of June 15, 2012Shareholders Agreement • November 13th, 2017 • Tfi Tab Gida Yatirimlari A.S. • Retail-eating places
WHEREAS, the Company was formed to become a party to that certain Joint Venture and Investment Agreement by and among the Company, Cartesian, KRD Kurdoğlu and BK Asia Pac, Pte. Ltd (“BKAP”) dated as of May 11, 2012 (as in effect from time to time, the “JVIA”) and to make an investment in a newly-formed joint venture entity called Pangaea Foods (China) Holdings, Ltd. (“BK China”) pursuant to the terms thereof;
Dated 29 JULY 2016 Share Subscription Agreement between TFI TAB Gıda Yatırımları A.Ş. as Company and The person(s) whose name(s) and address(es) is/are set out in Schedule 1 as the Subscribers andShare Subscription Agreement • November 13th, 2017 • Tfi Tab Gida Yatirimlari A.S. • Retail-eating places • London
AGREEMENTAgreement • November 13th, 2017 • Tfi Tab Gida Yatirimlari A.S. • Retail-eating places
Dated November 6, 2017 Letter Agreement among Original Shareholders (as defined herein) Üründül Shareholders (as defined herein) ELQ Investors VIII Ltd and European Bank for Reconstruction and Development and Clouse SA in respect to its Compartment 17...Letter Agreement • November 13th, 2017 • Tfi Tab Gida Yatirimlari A.S. • Retail-eating places
AGREEMENTService Agreement • November 13th, 2017 • Tfi Tab Gida Yatirimlari A.S. • Retail-eating places
This agreement has been entered into by and between TAB GIDA Sanayi ve Ticaret A.S. having offices at Emirhan Cad. Ata Kule No.109 Kat 2-3, Dikilitas, Besiktas, Istanbul (hereinafter referred to as TAB GIDA); and
EMPLOYEE SHARE PURCHASE RIGHTS AGREEMENTEmployee Share Purchase Rights Agreement • November 13th, 2017 • Tfi Tab Gida Yatirimlari A.S. • Retail-eating places
This employee share purchase rights agreement (this “Agreement”) is made and entered into on the 1st of December, 2015 by and between:
TFI TAB GIDA YATIRIMLARI A.Ş. UNDERWRITING AGREEMENTLetter Agreement • January 26th, 2018 • Tfi Tab Gida Yatirimlari A.S. • Retail-eating places • New York
FRAMEWORK AGREEMENT between TFI TAB GIDA YATIRIMLARI A.Ş. and EUROPEAN BANK FOR RECONSTRUCTION AND DEVELOPMENT Dated 29 July 2016Framework Agreement • November 13th, 2017 • Tfi Tab Gida Yatirimlari A.S. • Retail-eating places • London
SECOND AMENDMENT TO THE EMPLOYEE SHARE PURCHASE RIGHTS AGREEMENTEmployee Share Purchase Rights Agreement • November 13th, 2017 • Tfi Tab Gida Yatirimlari A.S. • Retail-eating places
This Second Amendment to the Employee Share Purchase Rights Agreement (the “Amendment”) has been entered into on the 5th of June 2016 by and between:
AGREEMENTAgreement • November 13th, 2017 • Tfi Tab Gida Yatirimlari A.S. • Retail-eating places
