CONVERTIBLE NOTE PURCHASE AGREEMENT among th international limited and SUNRISE PARTNERS LIMITED PARTNERSHIP and Pangaea Two Acquisition Holdings XXIIA Ltd Dated December 9, 2021Convertible Note Purchase Agreement • November 17th, 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”).
OPTION AGREEMENTOption Agreement • November 17th, 2022 • TH International LTD • Retail-eating places
This Option Agreement (this “Agreement”) is made as of September 28, 2022, by and between, on the one hand, TH International Limited, a Cayman Islands exempted company (the “Company”), Pangaea Two Acquisition Holdings XXIIB Limited, a limited company formed under the laws of the United Kingdom (“XXIIB”), and Pangaea Two Acquisition Holdings XXIIA Limited, a limited company formed under the laws of the United Kingdom (“XXIIA”), and, on the other hand, Sona Credit Master Fund Limited, a company incorporated under the laws of the Cayman Islands (the “Investor”).
AMENDMENT NO. 1 TO ORDINARY SHARE PURCHASE AGREEMENTOrdinary Share Purchase Agreement • November 17th, 2022 • TH International LTD • Retail-eating places • New York
This Amendment No. 1 (this “Amendment”) to the Ordinary Share Purchase Agreement, dated March 11, 2022, by and between TH International Limited (the “Company”) and CF Principal Investments LLC (the “Investor”) (the “Original Agreement”) is entered into as of November 9, 2022, by and between the Company and the Investor. All capitalized terms not defined herein shall have the meanings ascribed to them in the Original Agreement. The parties, intending to be legally bound, hereby amend the Original Agreement as follows:
AMENDMENT NO. 1 TO EQUITY SUPPORT AGREEMENTEquity Support Agreement • November 17th, 2022 • TH International LTD • Retail-eating places
This AMENDMENT NO. 1 TO THE EQUITY SUPPORT AGREEMENT (this “Amendment”) is entered into as of July 28th, 2022, by and between TH International Limited, a Cayman Islands exempted company (the “Issuer”), and Shaolin Capital Partners Master Fund Ltd, MAP 214 Segregated Portfolio, DS Liquid DIV RVA SCM LLC and Shaolin Capital Partners SP (individually, a “Subscriber” and collectively, the “Subscribers”). Capitalized terms used but not defined herein shall have the meanings ascribed to them under the Agreement (as defined below).
