6-K - THCH - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Reportof Foreign Private Issuer

Pursuantto Rule 13a-16 or 15d-16

under the Securities ExchangeAct of 1934

For themonth of October 2025

Commission file number: 001-41516

TH International Limited

2501 Central Plaza 227Huangpi North Road

Shanghai, People’s Republic ofChina, 200003

+86-021-6136-6616

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

EXPLANATORY NOTE

Issuance of Senior Secured ConvertibleNotes and Amendment to existing Convertible Notes

On October 31, 2025, TH International Limited (“Tims China” or the “Company”), announced that it has entered into a definitive agreement for the issuance of Senior Secured Convertible Notes and amendment to the existing 2024 unsecured convertible notes of the Company. The transaction has been approved by the board of directors of the Company. The transaction is expected to close in the fourth quarter of 2025, subject to customary closing conditions, including required regulatory approvals in China.

New Senior Secured ConvertibleNotes

The Company has entered into agreements providing for the issuance of senior secured convertible notes due September 2029 (the “Notes”) in an aggregate principal amount of approximately US$89.9 million. The Company will use part of the proceeds from the issuance of the Notes for the repurchase of all outstanding amount due under its variable rate convertible senior notes due 2026.

Interest Rate, Conversion Priceand Maturity Date

The Notes will bear an interest rate at compounded SOFR plus 8.0% for the relevant interest period, which the Company may choose at its sole discretion to pay interest in kind in the form of additional Notes to their outstanding principal amount. The Notes will mature on September 30, 2029. The Notes may be convertible directly into newly issued ordinary shares of Tims China at a price of US$2.7822 per share, which is based on 110% of the volume-weighted average share price (“VWAP”) for the five trading days immediately prior to the signing of the transaction.

Security and covenants

The Notes will be secured by (i) a Share Charge over 100% of the Company’s equity interests in TH Hong Kong International Limited, a wholly-owned subsidiary of the Company and (ii) a debenture over all of the Company’s assets. The Notes contains covenants to restrict the Company’s ability to incur debt, make investments, provide security, enter into affiliates transactions, among others, subject to customary exceptions.

Extension and Alignment of 2024Convertible Notes

THRI and Cartesian Capital Group have also agreed to, concurrently with the issuance of the new senior secured convertible notes due 2029, extend the maturity of their 2024 unsecured convertible notes from June 2027 to September 2029. The conversion price of these notes will be re-struck to match the conversion price of the new senior secured convertible notes.

THRI, the Company and its subsidiaries in Hong Kong and China have also entered into a Third 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 to amend certain provisions, including those relating to the administration of the advertising fund and the development plans.

The issuance of the securities under such transaction is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Section 4(a)(2) of the Securities Act regarding transactions not involving a public offering and in an offshore transaction in reliance upon Regulation S under the Securities Act.

INDEX TO EXHIBITS

Exhibit Number	Exhibit Title
10.1	Convertible Note Purchase Agreement
10.2	Third Amendment to the Amended and Restated Master Development Agreement and Second Amendment to the Amended and Restated Company Franchise Agreements
99.1	Press Release

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

TH International Limited
/s/ Yongchen Lu
Yongchen Lu
Chief Executive Officer

Date: October 31, 2025

Exhibit 10.1

CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND ISTHE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATIONS-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.

CONVERTIBLE NOTE PURCHASE AGREEMENT

among

TH INTERNATIONAL LIMITED

Tim Hortons Restaurants International GmbH

and

Sona Credit Master Fund Limited

Sona Blue Peak, Ltd.

Dated October 31, 2025

Table of Contents

1.	Definitions<br> and Interpretation.		1
	1.1	Definitions.	1
	1.2	Interpretation.	10
2.	Purchase<br> and Sale of the Notes.		11
	2.1	Purchase and Sale of the Notes.	11
	2.2	Use of Proceeds.	11
	2.3	Further Subscriptions.	11
3.	Closing,<br> Payment and Delivery.		11
	3.1	Closing.	11
	3.2	Closing Deliveries of the Company.	11
	3.3	Closing Deliveries of SONA.	12
	3.4	Closing Deliveries of THRI.	12
	3.5	Assignment of Receivables.	12
4.	Representations<br> and Warranties of the Company.		13
	4.1	Organization, Good Standing and Qualification.	13
	4.2	Authorization; Enforceable Agreement.	13
	4.3	Governmental Consents	13
	4.4	Capitalization.	14
	4.5	Subsidiaries.	14
	4.6	Financial Statements.	14
	4.7	Valid Issuance.	15
	4.8	Reports.	15
	4.9	Absence of Changes.	15
	4.10	Litigation and Proceedings.	16
	4.11	Taxes.	16
	4.12	Compliance with Laws.	16
	4.13	Compliance with Other Instruments.	16

	4.14	No Conflict.	17
	4.15	Ranking of the Notes.	17
	4.16	Security Documents.	17
	4.17	International Trade; Anti-Corruption.	18
	4.18	Money Laundering Laws.	18
	4.19	No General Solicitation.	18
	4.20	Offering; Exemption.	19
	4.21	No Integrated Offering.	19
	4.22	Solvency.	19
5.	Representations<br> and Warranties of the Investors.		19
	5.1	Organization.	19
	5.2	Authorization; Enforceability	19
	5.3	Consents	19
	5.4	No Default or Violation.	20
	5.5	Investor Status.	20
6.	Conditions<br> to the Investor’s Obligations at Closing.		21
	6.1	Representations and Warranties.	21
	6.2	Performance	21
	6.3	Consents.	21
	6.4	NDRC Filing Certificate.	21
	6.5	Opinion of Counsel.	21
	6.6	Indenture and Security Documents.	21
	6.7	Listing.	21
	6.8	Funds Flow Statement.	21
	6.9	Cash Flow Forecast.	21
	6.10	List of Assigned Receivables.	21
	6.11	Legal Authorization.	22

ii

	6.12	Certificates from the Company.	22
	6.13	DTC Eligibility.	22
	6.14	No Material Adverse Effect.	22
	6.15	Qualification Under Securities Laws.	22
	6.16	Orders	22
7.	Conditions<br> to the Company’s Obligations at Closing.		22
	7.1	Representations and Warranties.	22
	7.2	Performance.	22
	7.3	Orders.	22
	7.4	Execution of Existing 2026 Convertible Notes Repurchase Agreement.	23
8.	Covenants.		23
	8.1	Reservation of Ordinary Shares; Issuance of Ordinary Shares; Blue Sky.	23
	8.2	Transfer Taxes.	23
	8.3	Confidentiality.	24
	8.4	Further Assurances.	24
	8.5	Registration Rights Agreement.	24
	8.6	Listing on the SGX-ST.	24
	8.7	Information Undertakings.	25
	8.8	Minimum Liquidity.	25
	8.9	Insurance.	25
	8.10	Equipment.	25
	8.11	Material Contracts.	25
	8.12	Transfer of Notes.	26
	8.13	Investor’s Confidentiality Obligations on MNPI.	26
	8.14	Performance of the Existing 2026 Convertible Notes Repurchase Agreement.	26
9.	Transaction<br> Expenses.		26
10.	Survival.		27

iii

11.	Termination.		27
	11.1	Termination.	27
	11.2	Survival.	28
12.	Miscellaneous.		28
	12.1	Governing Law; Waiver.	28
	12.2	Jurisdiction.	28
	12.3	No Third-Party Beneficiaries.	29
	12.4	No Personal Liability<br> of Directors, Officers, Owners, Etc.	29
	12.5	Entire Agreement.	29
	12.6	Notices.	29
	12.7	Delays or Omissions	29
	12.8	Amendments and Waivers.	29
	12.9	Counterparts.	29
	12.10	Severability.	29

Exhibits

Exhibit A – Form of the Indenture

Exhibit B – Form of Maples & Calder Opinion

Exhibit C – Form of New Registration Rights Agreement

Exhibit D – Form of the Share Charge

Exhibit E – Form of the Debenture

Exhibit F – Form of the Existing 2026 Convertible Notes Repurchase Agreement

Exhibit G – [Reserved]

Exhibit H – Form of the Amendment to the Special Voting Share Certificate of Designation

Exhibit I – Form of the Amendment to the Convertible Junior Notes

Exhibit J – Form of Compliance Certificate

Schedule 1 – Investor Schedule

Schedule 2 – Addresses for Notice

Schedule 3 – Form of List of Assigned Receivables

iv

CONVERTIBLE NOTE PURCHASE AGREEMENT

This CONVERTIBLE NOTE PURCHASE AGREEMENT is entered into as of October 31, 2025, by and among (i) TH INTERNATIONAL LIMITED, an exempted company with limited liability incorporated under the Laws of the Cayman Islands with registration number 336092 (the “Company”) and (ii) Tim Hortons Restaurants International GmbH, a private limited liability company (Gesellschaft mit beschränkter Haftung) organized and existing under the laws of Switzerland (“THRI”), Sona Credit Master Fund Limited, a company with limited liability incorporated under the Laws of the Cayman Islands with registration number 1609716 (“SONA Credit Fund”) and Sona Blue Peak, Ltd., a company with limited liability incorporated under the Laws of the Cayman Islands with registration number 2035972 (“SONA Blue”, SONA Credit Fund and SONA Blue are collectively referred to as “SONA” and together with THRI the “Investors” and each an “Investor”).

WHEREAS, on the terms and conditions set forth in this Agreement, the Company desires to issue and sell, and the Investors desires to purchase, the floating rate senior secured convertible notes due 2029 (the “Notes”) in the aggregate principal amount of US$89,922,201. The Notes are to be issued pursuant to an indenture dated as of the Closing Date (as defined below) (the “Indenture”) among, the Company, Wilmington Savings Fund Society, FSB, as trustee (the “Trustee”).

WHEREAS, the Notes will also be secured by a share charge (the “Share Charge”) and a debenture (the “Debenture”), each between the Company and Wilmington Savings Fund Society, FSB, as security agent (the “Security Agent”) and to be dated as of the Closing Date, pursuant to which the holders of the Notes will share equal priority in and to the collateral securing, or purposing to be securing, directly or indirectly, the Notes pursuant to the Share Charge and the Debenture (the “Collateral”). The Share Charge and the Debenture are referred to herein collectively as the “Security Documents.” The Share Charge and the Debenture evidence or create a security interest in any or all of the Collateral, in favor of the Security Agent for the benefit of the holders of the Notes. The Notes will be secured by a valid and enforceable perfected first priority security interest shared on a pari passu basis among holders of the Notes (subject to certain permitted liens and exceptions as set forth in the Indenture) in the Collateral;

WHEREAS, in connection with such purchase and sale, the Company and the Investors desire to make certain representations and warranties and enter into certain agreements.

NOW THEREFORE, in consideration of the foregoing and the representations, warranties and agreements set forth herein, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound by this Agreement, the parties agree as follows:

1. Definitions and Interpretation.

1.1 Definitions. As used in this Agreement, the following terms shall have the respective meanings set forth in this Section 1:

“Action” means any action, suit, audit, arbitration or legal, judicial or administrative proceeding (whether at law or in equity) by or before any Governmental Authority.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person.

“Agreement” means this Convertible Note Purchase Agreement, as it may be amended, restated, or otherwise modified from time to time, together with all exhibits, schedules, and other attachments thereto.

“Amendment to the Convertible Junior Notes” means an amendment letter or agreement to the Convertible Junior Notes, substantially in the form attached hereto as Exhibit I, to be entered among, the Company, Pangaea Three Acquisition Holdings IV, Limited (“P3AHIV”), and Pangaea Two Acquisition Holdings XXIIA Limited (“PTAHXXIIA”, together with P3AHIV, “Cartesian”) and THRI, and to be dated on or as of the Closing Date of this Agreement.

“Amendment to the Special Voting Share Certificate of Designation” means an amendment or amended and restated certificate of designation of Series A-2 Convertible Preferred Shares and Class A-1 Special Voting Share, substantially in the form attached hereto as Exhibit H, to be dated on or as of the Closing Date of this Agreement.

“Amendments to the MDA and CFA” means the Third Amendment to the Amended and Restated Master Development Agreement and Second Amendment to the HK Amended and Restated Company Franchise Agreement and the PRC Amended and Restated Company Franchise Agreement by and among THRI, the Company, TH Hong Kong International Limited and certain subsidiaries of the Company named therein, which is to be executed concurrently with this Agreement.

“Anti-Corruption Laws” means the PRC Anti-Unfair Competition Law, the anti-bribery provisions of the PRC Criminal Law, the U.S. Foreign Corrupt Practices Act of 1977 (as amended), the United Kingdom Bribery Act 2010 and any other applicable anti-bribery or anti-corruption Laws.

“Articles” means the Company’s Amended and Restated Memorandum and Articles of Association adopted by special resolution dated March 9, 2022 and effective on September 28, 2022.

“Assigned Receivables” means the receivables owed by the Company to THRI that is due but unpaid as of 5:00pm (Hong Kong time) on the day falling one Business Day prior to the Closing Date, which are particularly identified and described by the Company and THRI in the List of Assigned Receivables to be delivered by the Company to THRI on or before the Closing Date substantially in the form set out in Schedule 3 hereto.

“Assigned Receivables Value” means the aggregate face value of the Assigned Receivables set forth in the List of Assigned Receivables.

“Assignment” shall have the meaning set forth in Section 3.5.

“Board” shall mean the Board of Directors of the Company.

“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, Hong Kong, the People’s Republic of China or the Cayman Islands are authorized or required by Law to remain closed.

“CFA” means the company franchise agreement, originally dated as of March 31, 2018, as amended from time to time, entered by and among others, Tim Hortons Restaurants International GmbH, TH Hong Kong International Limited, and certain franchisees of the Company.

“Closing” shall have the meaning set forth in Section 3.1.

“Closing Date” shall have the meaning set forth in Section 3.1.

“Code” means the Internal Revenue Code of 1986.

“Collateral” shall have the meaning set forth in the recitals of this Agreement.

“Company” shall have the meaning set forth in the preamble of this Agreement.

“Confidential Information” shall have the meaning set forth in Section 8.13.

“Contracts” means any legally binding contracts, agreements, licenses, subcontracts, leases, subleases, franchise and other commitment.

“Control” of a Person means (a) ownership of more than 50% of the shares in issue or other equity interests or registered capital of such Person or (b) the power to direct the management or policies of such Person, whether through ownership or voting proxy of the voting power of such Person, through the power to appoint a majority of the members of the board of directors or similar governing body of such Person, as general partner or managing member, as trustee or executor, through contractual arrangements or otherwise.

“Conversion Shares” means the Ordinary Shares issuable upon conversion of the Notes purchased under this Agreement.

“Convertible Junior Notes” means, collectively, the Series A Convertible Notes and Series A-1 Convertible Notes.

“CSRC” means the China Securities Regulatory Commission.

“CSRC Post-issue Filing” means, requisite information and documents to be filed with CSRC within the relevant prescribed timeframes after the Closing Date in respect of the Notes in accordance with CSRC applicable filing rules, which for the avoidance of doubt, includes the initial CSRC Post-issue filing and comply with the continuing obligations under the CSRC applicable filing rules and any implementation rules as issued by the CSRC from time to time.

“Debenture” means the debenture, substantially in the form attached hereto as Exhibit E, to be dated on or as of the Closing Date of this Agreement between the Company and the Security Agent.

“Enforcement Action” means any action of any kind to (i) demand payment, declare prematurely due and payable or otherwise seek to accelerate payment of or place on demand all or any debt, liability or obligation, or (ii) recover all or any part of any debt, liability or obligation, (iii) exercise or enforce any right under any agreement or any right in respect of any Lien, in each case granted in relation to (or given in support of) all or any part of any debt, liability or obligation (including under any Lien) against the Company or any Subsidiary of the Company, (iv) petition for (or take or support any other step which may lead to) an Insolvency Event in relation to the Company or any Subsidiary of the Company, or (v) sue, claim or bring any legal, arbitration or other proceedings against the Company or any Subsidiary of the Company.

“Equity Securities” means, with respect to any Person, (i) any shares, shares of capital or capital stock, partnership, membership, joint venture or similar interest, or other voting securities of, or other ownership interest in, such Person, (ii) any securities of such Person (including debt securities) convertible into or exchangeable or exercisable for any shares, shares of capital or capital stock, partnership, membership, joint venture or similar interest, or other voting securities of, or other ownership interests in, such Person, (iii) any warrants, calls, options or other rights to acquire from such Person, or other obligations of such Person to issue, any shares, shares of capital or capital stock, partnership, membership, joint venture or similar interest, or other voting securities of, or other ownership interests in, or securities convertible into or exchangeable or exercisable for shares of capital or capital stock, partnership, membership, joint venture or similar interest, or other voting securities of, or other ownership interests in, such Person, and (iv) any restricted shares, stock appreciation rights, restricted units, performance units, contingent value rights, “phantom” stock or similar securities or rights (including, for the avoidance of doubt, interests with respect to an employee share ownership plan) issued by or with the approval of such Person that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares, shares of capital or capital stock or other voting securities of, other ownership interests in, or any business, products or assets of, such Person.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the SEC thereunder.

“Existing 2026 Convertible Notes” means the variable rate convertible senior notes due 2026 in an initial aggregate principal amount of $50.0 million issued pursuant to the Existing Indenture.

“Existing 2026 Convertible Notes Repurchase Agreement” means the repurchase agreement, substantially in the form attached hereto as Exhibit F, to be entered by the Company and holders of the Existing 2026 Convertible Notes, and to be dated on or as of the Closing Date of this Agreement.

“Existing Indenture” means the indenture governing the Existing 2026 Convertible Notes, dated as of December 30, 2021, by and between the Company and Wilmington Savings Fund Society, FSB, as trustee.

“Funds Flow Statement” means the memorandum prepared by the Company and delivered under Section 6.8 containing details of the flow of cash proceeds to be received by the Company from the issuance of the Notes on or before the Closing Date.

“GAAP” means United States generally accepted accounting principles, as in effect from time to time, applied on a consistent basis.

“Government Official” means any officer or employee of a Governmental Authority or any department, agency or instrumentality thereof, including state-owned entities, or of a public organization or any individual acting in an official capacity for or on behalf of any such Governmental Authority, department, agency or instrumentality or on behalf of any such public organization.

“Governmental Authority” means any federal, state, provincial, municipal, local or foreign government, governmental authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court, arbitral body (public or private) or tribunal.

“Governmental Order” means any order, judgment, injunction, decree, writ, ruling, stipulation, determination or award, in each case, entered by or with any Governmental Authority.

“Indenture” shall have the meaning set forth in the recitals of this Agreement, substantially in the form attached hereto as Exhibit A.

“Information” shall have the meaning set forth in Section 8.3.

“Insolvency Event” means any corporate action, legal proceeding or other proceeding or step is taken in relation to (i) the suspension of payments, a moratorium of indebtedness, bankruptcy, liquidation, winding-up, dissolution, administration, judicial management, rehabilitation or reorganization (by way of voluntary arrangement, scheme of arrangement or otherwise), (ii) a composition, compromise, assignment or arrangement with any creditor for reasons of actual financial difficulty of such entity, (iii) the appointment of a liquidator, receiver, receiver and manager, administrative receiver, judicial manager, trustee, compulsory administrator, provisional liquidator or other similar officer, or (iv) any analogous procedure or step is taken in any jurisdiction in respect of the Company or any Subsidiary of the Company.

“Investor” shall have the meaning set forth in the preamble of this Agreement.

“Law” means any statute, act, code, law (including common law), ordinance, rule, regulation or Governmental Order, in each case, of any Governmental Authority.

“Lien” means any mortgage, charge, deed of trust, pledge, license, hypothecation, encumbrance, easement, security interests, or other lien of any kind (other than, in the case of a security, any restriction on transfer of such security arising under Securities Laws).

“Long Stop Date” means 30 November 2025 or such later date as the Company and the Investors shall mutually agree in writing.

“Material Adverse Effect” means an effect, development, circumstance, fact, change or event (collectively, “Effects”) that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on (x) the Company and its Subsidiaries (taken as a whole) or the results of operations or financial condition of the Company and its Subsidiaries, in each case, taken as a whole or (y) the ability of the Company and its Subsidiaries to consummate the Transactions; provided, however, that, solely with respect to the foregoing clause (x), in no event would any of the following (or the effect of any of the following), alone or in combination, be deemed to constitute, or be taken into account in determining whether there has been or will be, a “Material Adverse Effect” (a) any change in Law, regulatory policies, accounting standards or principles (including GAAP) or any guidance relating thereto or interpretation thereof, in each case after the date hereof; (b) any change in interest rates or economic, political, business or financial market conditions generally (including any changes in credit, financial, commodities, securities or banking markets); (c) any change affecting any of the industries in which the Company and its Subsidiaries operate or the economy as a whole; (d) any epidemic, pandemic or disease outbreak; (e) the announcement or the execution of this Agreement and the pendency of the Transactions; (f) any action taken or not taken at the written request of the Investor or, if reasonably sufficient information is provided to the Investor in advance to determine whether a Material Adverse Effect would reasonably be expected to occur, any action taken or not taken that is consented to in writing by Investor; (g) any weather conditions, earthquake, hurricane, tsunami, tornado, flood, mudslide, wild fire or other natural disaster, act of God or other force majeure event; (h) any acts of terrorism, sabotage, war, riot, the outbreak or escalation of hostilities, or change in geopolitical conditions; (i) any failure of the Company or its Subsidiaries to meet, with respect to any period or periods, any internal or industry analyst projections, forecasts, estimates or business plans (provided, however, that this clause (i) shall not prevent a determination that any Effect underlying such failure has resulted in a Material Adverse Effect (to the extent such Effect is not otherwise excluded from this definition of Material Adverse Effect)); or (j) any action taken by the Investor or its Affiliates; provided, further, that any Effect referred to in clauses (a), (b), (c), (d), (g) or (h) above may be taken into account in determining if a Material Adverse Effect has occurred to the extent it has a disproportionate and adverse effect on the Company and its Subsidiaries or the results of operations or financial condition of the Company and its Subsidiaries, in each case, taken as a whole, relative to other similarly situated businesses in the industries in which the Company and its Subsidiaries operate.

“Material Contract” means any written or other agreement, contract, instrument, undertaking, commitment, license, lease, franchise or other legally binding arrangement (including any amendment, restatement, supplement or modification thereto) which involves an aggregate consideration, liabilities, expenditures or revenues in excess of US$15,000,000 (or its foreign currency equivalent) in any twelve-month period, or the breach, non-performance, termination or failure to renew could reasonably be expected to have a Material Adverse Effect.

“Minimum Liquidity Requirement” shall have the meaning set forth in Section 8.8.

“MDA” means the Amended and Restated Master Development Agreement, dated as of August 13, 2021, by and among the Company, Tim Hortons Restaurants International GmbH, and TH Hong Kong International Limited, as amended from time to time.

“MNPI” means any information which, if publicly available, would have a material effect on the price or market for the securities of the Company or have material effect on the decision by a reasonable investor to buy and/or sell any securities of the Company, or is price-sensitive information, inside information or information that would otherwise restrict, prevent or prohibit a recipient and/or a recipient’s Representatives from trading any securities of the Company under applicable insider-dealing or market abuse laws or regulations or principles of conduct in any jurisdiction or pursuant to any other applicable laws or regulations.

“Money Laundering Laws” means applicable financial recordkeeping and reporting requirements of the U.S. Currency and Foreign Transaction Reporting Act of 1970, the U.S. Money Laundering Control Act of 1986 and all money laundering-related Laws of all jurisdictions where the Company or its Subsidiaries conduct business or own assets, and any related or similar Law issued, administered or enforced by any competent Governmental Authority with jurisdiction over the Company and its Subsidiaries.

“Notes” shall have the meaning set forth in the recitals of this Agreement.

“NDRC” means, the National Development and Reform Commission of PRC.

“NDRC Filing Certificate” mean, the Enterprise Foreign Debt Review and Registration Certificate (《企业借用外债審核登记证明》) to be obtained in respect of the issue of the Notes from the NDRC in accordance with NDRC Order 56.

“NDRC Order 56” means, the Administration Measures for the Examination and Registration of Medium and Long-term Foreign Debt of Enterprises (企业中长期外债审核登记管理办法(国家发展和改革委员会令第56号) (“Order 56”) issued by the NDRC with effect from February 10, 2023.

“NDRC Post-issue Filing” means, requisite information and documents within ten PRC Business Days after the Closing Date in accordance with NDRC Order 56 issued by the NDRC with effect from February 10, 2023 and to comply with all applicable PRC laws and regulations in relation to the issue of the Notes. For the purposes of this Agreement, PRC Business Days shall mean a day (other than a Saturday, Sunday or public holiday) on which commercial banks are open for general business in the PRC.

“Offered Notes” shall have the meaning set forth in Section 8.12.

“Ordinary Shares” means ordinary shares of the Company with par value of US$0.0000469793497033866 per share.

“Organizational Documents” means, with respect to any Person that is not an individual, the articles or certificate of incorporation, registration or organization, bylaws, memorandum and articles of association, limited partnership agreement, partnership agreement, limited liability company agreement, shareholders agreement and other similar organizational documents of such Person.

“Permitted Exceptions” means (a) any restrictions on transfer imposed by state or federal Securities Laws, (b) any restrictions on transfer set forth in this Agreement or (c) Liens created by or resulting from actions of THRI or any of its Affiliates.

“Permitted Affiliates” means, with respect to any Investor, any other Person that directly or indirectly Controls, is Controlled by, or is under common Control with such Investor. Notwithstanding the foregoing, in respect of SONA, Permitted Affiliate shall also include any fund, vehicle or account managed or advised by SONA Asset Management Limited or any of its Permitted Affiliates.

“Permitted Liens” means (i) statutory or common law Liens of mechanics, materialmen, warehousemen, landlords, carriers, repairmen, construction contractors and other similar Liens that arise in the ordinary course of business that relate to amounts (A) not yet delinquent or that are being contested in good faith through appropriate Actions and (B) for which appropriate reserves have been established in accordance with GAAP, (ii) Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice, (iii) Liens for Taxes not yet delinquent or which are being contested in good faith through appropriate Actions for which appropriate reserves have been established in accordance with GAAP, (iv) with respect to any real property leased by the Company (A) the interests and rights of the respective lessors with respect thereto, including any statutory landlord liens and any Lien thereon and (B) any Lien permitted under such lease, (v) Liens, defects or imperfections on title, encumbrances and restrictions on real property (including easements, covenants, rights of way and similar restrictions of record) that are matters of record or would be discovered by a current, accurate survey or physical inspection of such real property, in all cases, that do not materially impair the value or materially interfere with the present uses of such real property, (vi) Liens that do not, individually or in the aggregate, materially and adversely affect, or materially disrupt, the ordinary course operation of the businesses of the Company and its Subsidiaries, taken as a whole, (vii) non- exclusive licenses or sublicenses of intellectual property entered into in the ordinary course of business, (viii) Liens that secure obligations that are reflected as liabilities on the audited financial statements of the Company included or incorporated by reference in the SEC Reports (which such Liens are referenced, or the existence of which such Liens is referred to, in the notes to the financial statements of the Company), (ix) Liens securing any indebtedness of the Company or its Subsidiaries, (x) Liens arising under applicable Securities Laws, and (xi) with respect to an entity, Liens arising under the Organizational Documents of such entity.

“Person” means an individual, a limited liability company, a partnership, a joint venture, a company, a corporation, a trust, an unincorporated organization, any other entity or any government or any department or agency thereof.

“PRC” or “China” means the People’s Republic of China excluding, for the purposes of this Agreement only, the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan.

“Property” means any interest in any kind of property or asset, whether real, personal or mixed, tangible or intangible.

“Purchase Offer” shall have the meaning set forth in Section 8.12.

“Representative” means, with respect to a party, its Affiliates, its or its Affiliates’ respective directors, officers, employees, members, lenders, accountants, auditors, professional advisors, attorneys, in each case to the extent that such person requires such information to provide its requisite services to the part.

“Sanctioned Country” means at any time, a country or territory which is itself the subject or target of any country-wide or territory-wide Sanctions Laws (at the time of this Agreement, the Crimea region, Cuba, Iran, North Korea and Syria).

“Sanctioned Person” means (i) any Person identified in any sanctions-related list of designated Persons maintained by (a) the United States Department of the Treasury’s Office of Foreign Assets Control, the United States Department of Commerce, Bureau of Industry and Security, or the United States Department of State; (b) His Majesty’s Treasury of the United Kingdom; (c) any committee of the United Nations Security Council; (d) the European Union or (e) PRC; (ii) any Person located, organized, or resident in, organized in, or a Governmental Authority or government instrumentality of, any Sanctioned Country; and (iii) any Person directly or indirectly owned or controlled by, or acting for the benefit or on behalf of, a Person described in clause (i) or (ii), either individually or in the aggregate.

“Sanctions Laws” means those trade, economic and financial sanctions Laws administered, enacted or enforced from time to time by (i) the United States (including the Department of the Treasury’s Office of Foreign Assets Control), (ii) the European Union and enforced by its member states, (iii) the United Nations, (iv) His Majesty’s Treasury of the United Kingdom or (v) PRC.

“SEC” shall mean the U.S. Securities and Exchange Commission or any other U.S. federal agency then administering the Securities Act or Exchange Act.

“SEC Reports” shall have the meaning set forth in Section 4.

“Securities Act” shall mean the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated by the SEC thereunder.

“Securities Laws” means the securities Laws of any Governmental Authority and the rules and regulations promulgated thereunder (including the Securities Act and the Exchange Act and the rules and regulations thereunder).

“Security Agent” shall have the meaning set forth in the recitals of this Agreement.

“Security Documents” shall have the meaning set forth in the recitals of this Agreement.

“Series A Convertible Notes” means, collectively, (i) series A convertible notes in principal amount of US$20,000,000 to Cartesian and THRI, respectively, issued by the Company on June 28, 2024 and (ii) one Series A Convertible Note in principal amount of US$5,000,000 to THRI issued by the Company on August 15, 2024.

“Series A-1 Convertible Notes” means, collectively, the two Series A-1 Convertible Notes in principal amount of US$15,000,000 and US$741,340, respectively to Cartesian, issued by the Company on June 28, 2024.

“SGX-ST” means Singapore Exchange Securities Trading Limited.

“Share Charge” means the share mortgage, substantially in the form attached hereto as Exhibit D, to be dated on or before the Closing Date between the Company and the Security Agent over the issued shares of TH Hong Kong International Limited.

“Solvent” shall have the meaning set forth in Section 4.22.

“Subsidiary” means, with respect to a Person, any corporation, company or other organization (including a limited liability company or a partnership), whether incorporated or unincorporated, of which (a) such Person directly or indirectly owns or controls a majority of the Equity Securities having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation, company or other organization, (b) such Person directly or indirectly possesses the right to elect a majority of directors or others performing similar functions with respect to such corporation, company or other organization, or (c) such Person or any of its Subsidiaries is, directly or indirectly, a general partner or managing member.

“Tax” or “Taxes” means any federal, state, provincial, territorial, local, foreign and other net income tax, alternative or add-on minimum tax, franchise tax, gross income, adjusted gross income or gross receipts tax, employment related tax (including employee withholding or employer payroll tax, social security or national health insurance), ad valorem, transfer, franchise, license, excise, severance, stamp, occupation, premium, personal property, real property, escheat or unclaimed property, capital stock, profits, disability, registration, value added, estimated, customs duties, and sales or use tax, or other tax or like assessment or charge, in each case imposed by any Governmental Authority, together with any interest, indexation, penalty, addition to tax or additional amount imposed with respect thereto (or in lieu thereof) by a Governmental Authority.

“Tax Certificate” means that certain Tax Certificate issued by the State Taxation Administration (“STA”) of the People’s Republic of China or its competent local branch acknowledging that the Company has withheld, as agent for the STA, an amount with respect to payments from the Company to THRI for royalties owned under the Franchise Agreements as set forth under the category “CFA Receivables” in the List of Assigned Receivables which shall name THRI as the person on behalf of whom the Taxes were withheld and be in a form that will entitle THRI to use such certificate as evidence to the Swiss Tax Authority of foreign paid taxes pursuant to the “Agreement Between The Swiss Federal Council and The Government Of The People’s Republic Of China For The Avoidance Of Double Taxation With Respect To Taxes On Income And On Capital”, as may be amended from time to time.

“Tax Returns” mean any and all returns, report, document, declarations, claims for refund, tax shelter disclosure statements, election or information returns, filings or statements, reports and forms relating to Taxes filed or required to be filed with any Tax authority or any other Person, including any schedule or attachment thereto or any amendment thereof.

“Trade Control” shall have the meaning set forth in Section 4.17(a).

“Transaction” means (i) the purchase and sale of the Notes, (ii) execution of the Amendments to the MDA and CFA, and Amendment to the Special Voting Share Certificate of Designation.

“Transaction Documents” means this Agreement, the Indenture, the Share Charge, the Debenture, the Notes, Amendments to the MDA and CFA, Amendment to the Special Voting Share Certificate of Designation, the Amendment to the Convertible Junior Notes, and the Existing 2026 Convertible Notes Repurchase Agreement, and any other agreement, certificate or other document to be entered into or delivered pursuant to the terms hereof.

“Transfer Notice” shall have the meaning set forth in Section 8.12.

“Transferring Investor” shall have the meaning set forth in Section 8.12.

“Treasury Regulations” means the income tax regulations promulgated under the Code.

“Trustee” shall have the meaning set forth in the recitals of this Agreement.

1.2 Interpretation. Unless the context otherwise requires:

(a) Directly or Indirectly. The phrase “directly or indirectly” means directly, or indirectly through one or more intermediate Persons or through contractual or other arrangements, and “direct or indirect” has the correlative meaning.

(b) Gender and Number. All words (whether gender-specific or gender neutral) shall be deemed to include each of the masculine, feminine and neuter genders, and words importing the singular include the plural and vice versa.

(c) Headings. Headings, titles and subtitles are included for convenience only and shall not affect the construction or interpretation of any provision of this Agreement.

(d) Include not Limiting. “Include,” “including,” “are inclusive of” and similar expressions are not expressions of limitation and shall be construed as if followed by the words “without limitation.”

(e) References. A reference to any Section, Schedule or Exhibit is, unless otherwise specified, to such Section of, or Schedule or Exhibit to this Agreement. The words “hereof,” “hereunder” and “hereto,” and words of like import, unless the context requires otherwise, refer to this Agreement as a whole and not to any particular Section hereof or Schedule or Exhibit hereto. Any agreement, instrument or statute defined or referred to in this Agreement means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes or any rules or regulations promulgated under such statutes. The term “party” or “parties” shall mean a party to or the parties to this Agreement unless the context requires otherwise. All references in this Agreement to “dollars” or “$” shall mean United States dollars. Any period of time hereunder ending on a day that is not a Business Day shall be extended to the next Business Day. The word “day”, unless otherwise indicated, shall be deemed to refer to a calendar day.

(f) Drafting and Negotiation. Each of the parties has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if it is drafted by each of the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authorship of any of the provisions of this Agreement.

(g) Writing. References to writing and written include any mode of reproducing words in a legible and non-transitory form including emails and faxes.

(h) Language. This Agreement is drawn up in the English language.

2. Purchase and Sale of the Notes.

2.1 Purchase and Sale of the Notes. On the terms and conditions set forth in this Agreement, each Investor agrees to, severally but not jointly, purchase from the Company, and the Company agrees to issue, sell and deliver to each Investor, the respective principal amount (the “Principal Amount”) of the Notes for the corresponding purchase price of their respective Principal Amount (the “Purchase Price”) set forth in Schedule 1 hereto opposite such Investor’s name, with the Purchase Price less the deduction of transaction expenses referred to in Section 9.1 below to be paid in full, in the manner as agreed in Section 3 below at the Closing.

2.2 Use of Proceeds. The Company shall apply [****] from the issuance of the Notes to [****] and [****] from the issuance of the Notes to [****] for the repurchase of all outstanding amount due under the Existing 2026 Convertible Notes from holders of Existing 2026 Convertible Notes pursuant to the Existing 2026 Convertible Notes Repurchase Agreement. The Company agrees to apply all remaining cash proceeds from the issuance of the Notes to [****] towards [****], in each case in accordance with the Funds Flow Statement. Notwithstanding the foregoing, the Company may, with the prior written approval of THRI and subject to such terms and conditions as THRI may impose, apply such part of the cash proceeds towards capital expenditure.

2.3 Further Subscriptions. (a) [****] (b) For so long as THRI holds any Notes, the Company agrees that no Additional Notes shall be issued by the Company to any party or person (other than to THRI and/or its Affiliates) without the prior written consent of THRI.

3. Closing, Payment and Delivery.

3.1 Closing. The consummation of the purchase and sale of the Notes and the other transactions contemplated by this Agreement (the “Closing”) shall, unless this Agreement is terminated pursuant to Section 11.1, take place electronically on the first date following the date on which each of the conditions set forth in Sections 6 and 7 have been fulfilled or waived, provided that such date occurs on or before the Long Stop Date (such date, the “Closing Date”).

3.2 Closing Deliveries of the Company. On the Closing Date, the Company shall issue the Notes and procure the entry in the register of Noteholders of the names of the persons designated by each Investor to be the holders of the Notes and will deliver to the Trustee or its order, in such place as the Trustee may require, the duly executed and authenticated Global Note representing the aggregate principal amount of the Notes. Delivery of the Global Note and completion of the register of Noteholders shall constitute the issue and delivery of the Notes. The Global Note shall be registered in the name of The Depository Trust Company (the “Depositary”) or Cede & Co., as its nominee and deposited with the Trustee as custodian for the Depositary.

3.3 Closing Deliveries of SONA. At the Closing and against such delivery of the Notes by the Company in accordance with Section 3.2, SONA will pay to the Company its Purchase Price for its Notes by delivering immediately available funds by wire transfer to an account designated by the Company on or prior to the date hereof.

3.4 Closing Deliveries of THRI. At the Closing and against such delivery of the Notes by the Company in accordance with Section 3.2, THRI will pay or cause to be paid to the Company its Purchase Price for its Notes by delivering: (a) the Assigned Receivables and (b) immediately available funds by wire transfer to an account designated by the Company on or prior to the date hereof in an amount equal to the Purchase Price less the cash consideration of the Assigned Receivables as provided in the List of Assigned Receivables.

3.5 Assignment of Receivables. (a) In accordance with Section 3.4(a) above, effective as of the Closing, THRI does hereby unconditionally, irrevocably and absolutely assign, transfer, convey and deliver to the Company, and the Company does hereby accept from THRI, all of THRI’s right, title and interest in, to and under the Assigned Receivables (the “Assignment”), and each of the Company and THRI hereby agrees that THRI shall be deemed to have provided consideration, and the Company shall be deemed to have received consideration, equal to the Assigned Receivables Value. (b) The Assignment made by THRI hereunder is on an “as is, where is” basis, without any representation or warranty as to enforceability or collectability. THRI shall have no obligation to make any payment to the Company or any other party for all or any portion of the Assigned Receivables not received or collected by the Company, nor shall THRI have any obligation to pursue payment or collection from TH Hong Kong International Limited of all or any portion of the amounts that form a part of the Assigned Receivables or otherwise take any action in furtherance of payment or collection of any Assigned Receivables. (c) Other than the Tax Certificate (or the Tax Escrow in lieu of the Tax Certificate), the Company and THRI agree that from the Closing Date, THRI no longer has any rights in relation to the Assigned Receivables. After the Assignment, the Company shall have the rights to claim for the payment from its subsidiaries in the PRC as set forth in Schedule 3 hereto in respect of the Assigned Receivables. (d) All collections or any other payments specifically designated as being made in connection with this Agreement and the Assigned Receivables received by THRI after the Assignment (the “Amounts Held in Trust”) shall be the Company’s exclusive property and shall be deemed held in trust by THRI for the exclusive benefit of the Company. For the avoidance of doubt, the aggregate amount of any Amounts Held in Trust cannot exceed the amount of the Assigned Receivables. THRI shall not, directly or indirectly, utilize such funds for its own purposes, and shall not have any right to pledge such funds as collateral for any obligation of THRI or any other Person. THRI agrees that (i) it will promptly (and in any event within three (3) Business Days after its receipt of (1) the Amounts Held in Trust (i.e., funds have cleared) and (2) written notice by the Company that such funds were under this Agreement in respect of the Assigned Receivables) transfer all the Amounts Held in Trust in immediately available funds to the Company by wire transfer to the same account specified by the Company in accordance with Section 3.4 above and provide the Company a payment proof (evidence of initiation of wire transfer shall be sufficient) with respect to such transfer; and (ii) if it fails to satisfy the wire transfer obligations in the preceding sentence, the Amounts Held in Trust shall bear interest from the tenth (10th) Business Day after its receipt of the Amounts Held in Trust and the written confirmation (as described above) until the actual wire transfer date at a daily rate of 0.0225%, payable in cash together with the Amounts Held in Trust.

Representations and Warranties of the Company.

The Company represents and warrants to each Investor as of the date of this Agreement that, which shall be deemed to have been repeated on the Closing Date taking into account facts and circumstances subsisting at such date, except as otherwise disclosed or incorporated by reference in any reports and forms filed with or furnished to the SEC by the Company on or before the date of this Agreement (excluding any risk factor disclosures contained under the heading “Risk Factors,” any disclosure of risks included in any “forward- looking statements” disclaimer or any other statements that are similarly cautionary, predictive or forward-looking in nature) (all such reports covered by this clause collectively, the “SEC Reports”):

4.1 Organization, Good Standing and Qualification. Each of the Company and each Subsidiary is duly incorporated or organized, validly existing, in good standing under the Laws of the jurisdiction of its incorporation or formation and in compliance with all incorporation, registration, inspection and approval requirements; has all requisite power, authority and qualifications and has made all requisite filings or obtained all requisite approvals to own its properties and conduct its business as presently conducted; and is duly qualified to do business and in good standing in each jurisdiction in which its business requires such qualification, except to the extent that such non-compliance, the lack of such power, authority or qualification, or the failure to make such filings, obtain such approvals or to be in good standing or duly qualified, would not prevent or materially delay or materially impair the performance by the Company of its obligations under this Agreement or the consummation of the Transactions contemplated by this Agreement and, in each case, to the extent that the concepts of “good standing” and “qualified to do business” are applicable in the respective jurisdictions of incorporation of the Company and such Subsidiary, or the jurisdictions in which any of them is conducting business. True, accurate and complete copies of the Company’s Articles and the organizational documents of each Subsidiary has been made available to the Investor.

4.2 Authorization; Enforceable Agreement. All corporate action on the part of the Company necessary for the authorization, execution, and delivery of each of the Transaction Documents, the performance of all obligations of the Company under each of the Transaction Documents, and the authorization, issuance (or reservation for issuance), sale, and delivery of (i) the Notes being sold hereunder, and (ii) the Ordinary Shares issuable upon conversion of the Notes in accordance with the terms of the Notes has been taken, and each of the Transaction Documents, when executed and delivered, assuming due authorization, execution and delivery by the Investor or any other party thereto other than the Company, constitutes and will constitute valid and legally binding obligations of the Company, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

4.3 Governmental Consents. No consent, approval, order, or authorization of or registration, qualification, declaration, or filing with, any Governmental Authority on the part of the Company is required in connection with the offer, sale, or issuance of the Notes, the issuance of Conversion Shares, or the consummation of any other transaction contemplated by the Transaction Documents, except for the following: (i) the approval in principle of the SGX-ST in respect of the listing of the Notes; (ii) the NDRC Filing Certificate, NDRC Post-issue Filing and CSRC Post-issue Filing; (iii) the compliance with other applicable foreign or U.S. state securities or “blue sky” Laws, which compliance will have occurred within the appropriate time periods; (iv) any application or notification to The Nasdaq Stock Market that is required in connection with the issuance and sale of the Notes, and the Ordinary Shares issuable upon conversion of the Notes; and (v) the filing with the SEC of such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement and (vi) any such notices to, actions by, consents, approvals, permits or authorizations of, or designations, declarations or filings with, any Governmental Authority, the absence of which would not have a Material Adverse Effect.

4.4 Capitalization.

(a) The authorized share capital of the Company consists of US$5,000 divided into 100,000,000.00 ordinary shares with a nominal or par value of US$0.0000469793497033866 each and 6,429,740.547038 shares with a nominal or par value of US$0.0000469793497033866 each of such class or classes (however designated) as the board of directors may determine in accordance with the Articles, of which 0.2 Series A-2 Convertible Preferred Share issued and outstanding, par value US$ 0.00004697934970338660 per share, 0.2 Class A-1 Special Voting Share issued and outstanding, par value US$ 0.00004697934970338660 per share, and 33,243,582 Ordinary shares outstanding issued and outstanding, par value US$ 0.00004697934970338660 per share, as of the date of this Agreement.

(b) All issued and outstanding shares of the Company have been duly authorized and validly issued and are fully paid and nonassessable. None of the outstanding shares, shares of capital stock of, or ownership interests in, the Company or any Subsidiary was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company or such Subsidiary.

(c) The offer, sale, or issuance of the Notes hereunder will not be, subject to any preemptive rights, rights of first offer or any anti-dilution provisions contained in the Articles or any other agreement. The issuance of the Ordinary Conversion Shares will not be subject to any preemptive rights, rights of first offer or any anti-dilution provisions contained in the Articles or any other agreement.

4.5 Subsidiaries.

(a) Other than as set out in the register of mortgages and charges of the Company, a copy of which has been provided to the Investors, all of the issued and outstanding share capital stock of each of the Company’s Subsidiaries are owned directly or indirectly by the Company, free and clear of all Liens (other than the Permitted Exceptions), and are duly authorized and validly issued, fully paid in accordance with their respective constitutional documents and non-assessable and there is no subscription, option, warrant, call right, agreement or commitment relating to the issuance, sale, delivery, voting, transfer or redemption by any of the Company’s Subsidiaries (including any right of conversion or exchange under any outstanding security or other instrument) of the capital stock of any of the Company’s Subsidiaries (other than any such subscription, option, warrant, call right, agreement or commitment in favor of the Company or its Subsidiaries).

(b) None of the Subsidiaries of the Company is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such Subsidiary’s shares or capital stock, from repaying to the Company any loans or advances to such Subsidiary from the Company or from transferring any of such Subsidiary’s property or assets to the Company or any other Subsidiary of the Company.

4.6 Financial Statements.

(a) The financial statements of the Company included or incorporated by reference in the SEC Reports (A) fairly present, in all material respects, the financial condition and the results of operations of the Company and its Subsidiaries as of the dates and for the periods indicated in such SEC Reports, (B) were prepared in accordance with GAAP in all material respects applied on a consistent basis throughout the periods covered thereby and (C) have been prepared from and are consistent with the books and records of the Company and its Subsidiaries.

(b) The Company and its Subsidiaries do not have any liabilities or obligations (accrued, absolute, contingent or otherwise) that would be required under GAAP to be reflected on a consolidated balance sheet of the Company (collectively, “Liabilities”), except for (i) Liabilities under the executory portion of any existing contract, (ii) Liabilities as set forth in the financial statements of the Company included or incorporated by reference in the SEC Reports, (iii) Liabilities incurred in the ordinary course of business of the Company and its Subsidiaries, and (iv) Liabilities incurred in connection with the transactions contemplated hereby (including under the Notes).

4.7 Valid Issuance.

The Conversion Shares have been duly and validly reserved for issuance and, upon issuance of the Conversion Shares in accordance with their terms, the Conversion Shares will be duly and validly issued, fully paid, and nonassessable and will be free of any Liens or restrictions on transfer other than restrictions on transfer under the Transaction Documents, the Articles and under applicable state, U.S. federal and foreign securities Laws. The sale of the Notes hereunder is not, and the subsequent conversion of the Notes into Conversion Shares will not be, subject to any preemptive rights, rights of first offer or any anti-dilution provisions contained in the Articles or any other agreement.

4.8 Reports.

(a) The SEC Reports (including any exhibits and schedules thereto and other information incorporated by reference therein), when they became effective or were filed with or furnished to the SEC, as the case may be, complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, in each case as in effect at such time, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make such statements, in the light of the circumstances in which they were made, not misleading.

(b) There is no transaction, arrangement or other relationship between the Company, any of its Subsidiaries and an unconsolidated or other off-balance sheet entity that is required to be disclosed by the Company in its SEC Reports and is not so disclosed.

(c) There are no outstanding or unresolved comments in any comment letters or other correspondence received from the staff of the SEC with respect to any SEC Report and to the knowledge of the Company, none of the SEC Reports is the subject of ongoing SEC review. There are no internal investigations, any SEC inquiries or investigations or other inquiries or investigations by any Governmental Authority pending or, to the knowledge of the Company, threatened, in each case, regarding the Company or any of its officers or directors.

4.9 Absence of Changes.

Since December 31, 2024, the Company and its Subsidiaries have carried on their respective businesses in the ordinary course, consistent with past practice, in all material respects as set forth in any subsequent SEC Reports or as contemplated by the Transaction Documents, there has not been any change, development, occurrence or event that constitutes a Material Adverse Effect.

4.10 Litigation and Proceedings.

There are no, and during the last two years there have been no, pending or, to the knowledge of the Company, threatened Actions by or against the Company or any of its Subsidiaries that, if adversely decided or resolved, would reasonably be expected to result in a Material Adverse Effect. There is no Governmental Order imposed upon the Company or any of its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect.

4.11 Taxes.

(a) All material Tax Returns required to be filed by the Company and each of its Subsidiaries through the date hereof have been timely filed (taking into account valid extensions of time within which to file).

(b) All Tax Returns filed by the Company and each of its Subsidiaries are true, correct and complete in all material respects.

(c) The Company and its Subsidiaries have complied in all material respects with all applicable Laws relating to the payment, withholding, and reporting of all material Taxes and all material Taxes required to be withheld by the Company or any of its Subsidiaries have been timely withheld, paid, and reported over to the appropriate Governmental Authority.

(d) All material Taxes due and owing by any of the Company or its Subsidiaries (whether or not shown on any Tax Return) have been timely paid, except those that are being contested in good faith and that have been provided in the financial statements of the Company in accordance with GAAP.

(e) There are no Liens (other than the Permitted Liens) for Taxes (other than Taxes not yet due and payable) upon any of the assets of the Company or any of its Subsidiaries.

(f) No material deficiencies for Taxes against the Company or any of its Subsidiaries have been claimed, proposed or assessed by any Governmental Authority, which have not been paid or otherwise resolved in full, except those that are being contested in good faith and that have been provided in the financial statements of the Company in accordance with GAAP.

(g) None of the Company or any of its Subsidiaries is a party to or is bound by any tax sharing agreement (excluding any commercial contract entered into in the ordinary course of business consistent with past practice and not primarily relating to Taxes).

(h) None of the Company or any of its Subsidiaries has consummated, has participated in, or is currently participating in any transaction that was or is a “listed transaction” as defined in Section 6707A of the Code or the Treasury Regulations or under any comparable provisions of foreign Law.

4.12 Compliance with Laws.

Each of the Company and its Subsidiaries is, and during the last two years has been, in compliance with all applicable Laws, except for such noncompliance which, individually or in the aggregate, would not reasonably be expected to be material to the business of the Company and its Subsidiaries, taken as a whole. None of the Company nor its Subsidiaries has received any written notice from any Governmental Authority of a violation of any applicable Law at any time during the last two years, except for any such violation which, individually or in the aggregate, would not reasonably be expected to be material to the business of the Company and its Subsidiaries, taken as a whole.

4.13 Compliance with Other Instruments.

Neither the Company nor any of its Subsidiaries is in violation or default of (a) any provision of the Articles or other applicable charter or constitutional documents, (b) any agreement or under any mortgage, deed of trust, security agreement, indenture or lease to which the Company or any Subsidiary is a party, and (c) any judgment, order or decree of any Governmental Authority with jurisdiction over the Company or any Subsidiary, except, in the case of each of clauses (b) and (c) for any such default or violation as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

4.14 No Conflict.

The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is or will be a party and the consummation by each of the Company of the Transactions, including the issuance of the Notes or the issuance of the Conversion Shares, do not and will not, (a) contravene, breach or conflict with the Organizational Documents of the Company or any of its Subsidiaries, (b) contravene or conflict with or constitute a violation of any provision of any Law, permit or Governmental Order binding upon or applicable to the Company or any of its Subsidiaries or any of their respective assets or properties, (c) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default under, result in the termination or acceleration of, result in a right of termination, cancellation, modification, acceleration or amendment under, or accelerate the performance required by, any of the terms, conditions or provisions of any material contract of the Company, or (d) result in the creation or imposition of any Lien on any asset, property or Equity Security of the Company or any of its Subsidiaries (other than any Permitted Liens or Permitted Exceptions), except, in the case of each of clauses (b) through (d), for any such conflict, violation, breach, default, loss, right or other occurrence which would not have a Material Adverse Effect.

4.15 Ranking of the Notes.

The Notes, when issued by the Company, will constitute senior indebtedness of the Company and will rank at least pari passu with all other secured indebtedness of the Company (subject to any priority rights of such indebtedness pursuant to applicable Laws) and senior in right of payment to all future obligations of the Company expressly subordinated in right of payment to the Notes.

4.16 Security Documents.

(a) (i) The execution, delivery, recordation, filing or performance of the Security Documents to which the Company is a party, (ii) the grant by the Company of the Liens pursuant to the Security Documents to which it is a party, (iii) the perfection or maintenance of the Liens created under the Security Documents to which the Company is a party (including the first priority nature thereof) and (iv) the exercise by the Security Agent of the remedies in respect of the Collateral pursuant to the Security Documents, will not require any consent, approval, authorization or other order of, or any notice to or filing with, any court, regulatory body, administrative agency or other governmental body (other than (A) such filings required in order to perfect any security interest granted by the applicable Security Documents and (B) consents, approvals, authorizations or other order of, or any notice to or filing with, any court, regulatory body, administrative agency or other governmental body necessary in connection with foreclosure or other exercise of remedies by the Security Agent in respect of the Collateral), and will not conflict with or constitute a breach of any of the terms or provisions of, or a default under, in each case that is material to the Company and the Subsidiaries, taken as a whole, the charter or by-laws of each of the Company or the Subsidiary or any agreement, indenture or other instrument binding upon the Company or any of the Subsidiaries.

(b) On and after the Closing Date and subject to applicable law, the Security Documents create (or after the execution and delivery thereof will create) in favor of the Secured Creditors, a valid and enforceable perfected first priority security interest in and Lien on all of the Collateral (subject to certain permitted liens and exceptions as set forth in the Indenture) and no filings or recordings are required in order to perfect the security interest created under the Security Documents, except for filings and recordings which shall have been made on or prior to the Closing Date and consents, approvals, authorizations or other order of, or any notice to or filing with, any court, regulatory body, administrative agency or other governmental body necessary in connection with foreclosure or other exercise of remedies by the Trustee in respect of the Collateral. The Company is the legal and beneficial owner of the Collateral, free and clear of any lien (other than the liens created under the Security Documents, certain permitted liens and exceptions as set forth in the Indenture and those liens arising through mandatory operation of law).

4.17 International Trade; Anti-Corruption.

(a) Neither the Company nor any of its Subsidiaries, nor, to the knowledge of the Company, any of their respective directors, officers, employees, agents or other third- party representatives acting on behalf of the Company or any of its Subsidiaries, is currently, or has been in the last three years: (i) a Sanctioned Person; (ii) organized, resident, or operating from a Sanctioned Country; (iii) knowingly engaged in any dealings or transactions with any Sanctioned Person or in any Sanctioned Country, in violation of Sanctions Laws; or (iv) otherwise in violation of applicable Sanctions Laws or Trade Control Laws (collectively, “Trade Controls”).

(b) Neither the Company nor any of its Subsidiaries, nor, to the knowledge of the Company, any of their respective directors, officers, employees, agents or other third- party representatives acting on behalf of the Company or any of its Subsidiaries, has in the last three years made or accepted any unlawful payment or given, offered, promised, or authorized or agreed to give, or received, any money or thing of value, directly or indirectly, to or from any Government Official or other Person in violation of any applicable Anti-Corruption Laws. Neither the Company nor any of its Subsidiaries, nor, to the knowledge of the Company, any of their respective directors, officers, employees, agents or other third-party representatives acting on behalf of the Company or any of its Subsidiaries, is currently, or has in the last three years been, the subject of any written claim or allegation by any Governmental Authority that such Person has made any unlawful payment or given, offered, promised, or authorized or agreed to give, or received, any money or thing of value, directly or indirectly, to or from any Government Official or any other Person in violation of any Anti-Corruption Laws.

(c) In the past three years, neither the Company nor any of its Subsidiaries has received from any Governmental Authority or any other Person any notice, inquiry, or internal or external allegation; made any voluntary or involuntary disclosure to a Governmental Authority; or conducted any internal investigation or audit concerning any actual or potential violation or wrongdoing related to Trade Controls or Anti-Corruption Laws, except as would not reasonably be expected to be material to the business of the Company and its Subsidiaries, taken as a whole. The Company and its Subsidiaries maintain and enforce policies, procedures, and internal controls reasonably designed to promote compliance with Anti-Corruption Laws and Trade Controls, and have maintained complete and accurate books and records in accordance with applicable Law, including records of any payments to agents, consultants, representatives, third parties, and Government Officials, in all material respects.

4.18 Money Laundering Laws.

The operations of the Company and each of its Subsidiaries has been conducted at all times in compliance with Money Laundering Laws. The Company has controls that are reasonably designated to prevent, detect and deter violations of applicable Money Laundering Laws.

4.19 No General Solicitation.

Neither the Company nor any of its Affiliates nor any persons acting on its or their behalf has offered or sold the Notes nor any of the Conversion Shares by means of any general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act. The Company has offered the Notes and the Conversion Shares only to the Investor.

4.20 Offering; Exemption.

Assuming the accuracy of the Investor’s representations and warranties set forth in Section 5 of this Agreement, no registration under the Securities Act or any applicable state securities Law is required for the offer and sale of the Notes and the Conversion Shares by the Company to the Investor as contemplated hereby or for the conversion of the Notes.

4.21 No Integrated Offering.

Neither the Company, nor any Affiliate of the Company, nor any person acting on its behalf or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause the offering or issuance of the Notes or the Conversion Shares to be integrated with prior offerings by the Company for purposes of the Securities Act in a manner that would require registration of such offer and sale under the Securities Act, or would cause any applicable state securities Law exemptions or any applicable stockholder approval provisions exemptions, including under the rules and regulations of any national securities exchange or automated quotation system on which any of the securities of the Company are listed or designated to be unavailable, nor will the Company take any action or steps that would cause the offering or issuance of the Notes and the Conversion Shares to be integrated with other offerings.

4.22 Solvency.

The Company is, and immediately after the Closing Date will be, Solvent. As used herein, the term “Solvent” means, with respect to any Person on a particular date, that on such date (i) the fair market value of the assets of such Person is greater than the total amount of liabilities (including known contingent liabilities) of such Person, (ii) the present fair salable value of the assets of such Person is greater than the amount that will be required to pay the probable liabilities of such Person on its debts as they become absolute and matured, (iii) such Person is able to realize upon its assets and pay its debts and other liabilities, including contingent obligations, as they mature and (iv) such Person does not have unreasonably small capital for the business and transaction it is engaged in.

5. Representations and Warranties of the Investors.

Each of the Investors represents and warrants to the Company as of the date of this Agreement that:

5.1 Organization. The Investor is an exempted company with limited liability duly incorporated and validly existing under the laws of its jurisdiction of incorporation.

5.2 Authorization; Enforceability. The Investor has full right, power, authority and capacity to enter into each of the Transaction Documents and to consummate the Transactions contemplated by each such Transaction Document. The execution, delivery and performance of each of the Transaction Documents have been duly authorized by all necessary action on the part of the Investor, and each of the Transaction Documents has been duly executed and delivered by the Investor and, assuming due authorization, execution and delivery of each of the Transaction Documents by the Company, will constitute valid and binding obligation of the Investor, enforceable against it in accordance with its terms.

5.3 Consents. No consent, approval, order, or authorization of, or registration, qualification, declaration, or filing with, any federal, state, or local Governmental Authority on the part of the Investor is required in connection with the purchase of the Notes hereunder, the conversion of the Notes or the consummation of any other transaction contemplated by this Agreement, except for the following: (i) the compliance with applicable state securities Laws, which compliance will have occurred within the appropriate time periods; and (ii) the filing with the SEC of such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions contemplated by this Agreement.

5.4 No Default or Violation. The execution, delivery, and performance of and compliance with each of the Transaction Documents, the issuance and sale of the Notes hereunder, and the conversion of the Notes will not (i) result in any default or violation of the Organizational Documents of the Investor, (ii) result in any default or violation of any agreement relating to its material indebtedness or under any mortgage, deed of trust, security agreement or lease to which it is a party or in any default or violation of any material judgment, order or decree of any Governmental Authority or (iii) be in conflict with or constitute, with or without the passage of time or giving of notice, a default under any such provision, require any consent or waiver under any such provision, or result in the creation of any mortgage, pledge, lien, encumbrance, or charge upon any of the properties or assets of the Investor pursuant to any such provision, or the suspension, revocation, impairment or forfeiture of any material permit, license, authorization, or approval applicable to the Investor, its business or operations, or any of its assets or properties pursuant to any such provision, except in the case of clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or materially impair the ability of the Investor to consummate the transactions contemplated by this Agreement.

5.5 Investor Status.

(a) The Investor is (i) an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act; (ii) aware that the sale of the Notes and the Conversion Shares being issued and sold pursuant to this Agreement is being made in reliance on an exemption from registration under the Securities Act and (iii) acquiring the Notes and the Conversion Shares for its own account and not for the account of others, and (iv) not acquiring the Notes and the Conversion Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or the securities Law of any other jurisdiction. Such Investor is not an entity formed for the specific purpose of acquiring the Notes and the Conversion Shares.

(b) The Investor understands that the Notes and the Conversion Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act, that the Notes and the Conversion Shares have not been and, will not be registered under the Securities Act and that the Notes and the Conversion Shares may not be resold, transferred, pledged or otherwise disposed of by the Investor absent an effective registration statement under the Securities Act, except (i) to the Company or a subsidiary thereof, or (ii) pursuant to an applicable exemption from the registration requirements of the Securities Act, and, in each case, in accordance with any applicable securities Laws of the applicable states, other jurisdictions of the United States and other applicable jurisdictions, and that any book-entry position or certificates representing the Notes and the Conversion Shares shall contain a restrictive legend to such effect. Investor understands and agrees that the Notes and the Conversion Shares will be subject to transfer restrictions under applicable securities laws and, as a result of these transfer restrictions, Investor may not be able to readily offer, resell, transfer, pledge or otherwise dispose of the Notes and the Conversion Shares and may be required to bear the financial risk of an investment in the Notes and the Conversion Shares for an indefinite period of time.

(c) The Investor understands that the Company will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.

6.	Conditions to the Investor’s Obligations at Closing.

The obligation of the Investor to purchase the Notes at the Closing is subject to the fulfillment or waiver on or before the Closing of each of the following conditions:

6.1 Representationsand Warranties. Each of the representations and warranties of the Company in this Agreement shall be true and correct in all material respects as of the Closing; except for (i) such representations and warranties made as of a specific date, which shall be true and correct in all material respects as of such date and (ii) such representations and warranties which are qualified by “materiality” or “Material Adverse Effect” which shall be true and correct as of the Closing or, to the extent such representation and warranty was made as of a specific date, which shall be true and correct as of such date; provided, however, that the representations and warranties set forth in Sections 4.1, 4.2 and 4.4(b) and 4.4(c) shall be, as of the Closing, true and correct in all respects with the same effect as though such representations and warranties had been made as of the Closing.

6.2 Performance. The Company shall have performed in all material respects all of its obligations required to be complied with or performed by it at or prior to the Closing.

6.3 Consents. Any consents, approvals and waivers which in the judgment of the Investors are necessary or advisable in connection with the issuance of the Notes shall have been received.

6.4 NDRCFiling Certificate. As of the Closing, the Company has obtained the NDRC Filing Certificate in respect of the issue of the Notes from NDRC in accordance with the NDRC Oder 56 and the NDRC Filling Certificate remains in full force and effect, and has not been revoked.

6.5 Opinionof Counsel. Maples & Calder (Cayman) LLP, counsel for the Company as to Cayman Islands Law, shall have furnished to the Investor its written opinion dated as of the Closing Date, substantially in the form attached hereto as Exhibit B.

6.6 Indentureand Security Documents. The Indenture, the Notes and the Security Documents shall have been duly executed and delivered by the Company, the Trustee and the Security Agent and the provisions thereof shall have become effective.

6.7 Listing. The Company shall have received approval in-principle for the listing and quotation of the Notes on the SGX-ST.

6.8 FundsFlow Statement. The Company shall have delivered the Funds Flow Statement to the Investors in such form and substance satisfactory to the Investors.

6.9 CashFlow Forecast. The Company shall have delivered to the Investors a 13-week rolling cash flow forecast report in respect of the Company and its Subsidiaries in such form and substance satisfactory to the Investors (the “Original Cash Flow Forecast”).

6.10 Listof Assigned Receivables. The Company shall have delivered to THRI the duly completed List of Assigned Receivables substantially in the form as set out in Schedule 3 hereto identifying all the receivables owed by the Company to THRI that is due and unpaid as of 5:00pm (Hong Kong time) on the day falling one Business Day prior to the Closing Date.

6.11 LegalAuthorization. The Company shall have furnished to the Investors the resolutions of its boards of directors approving the issuance of the Notes and the execution of the Transaction Documents.

6.12 Certificatesfrom the Company. The Company shall have furnished to the Investors (i) an incumbency certificate, in a form reasonably acceptable to the Investors, with respect to the officers executing documents or instruments on behalf of the Company, certified by a duly authorized director of the Company to be true, complete and correct copies thereof; and (ii) a certificate, executed by a duly authorized director of the Board of the Company, dated as of the Closing Date, certifying as to the conditions set forth in Section 6.

6.13 DTCEligibility. The Notes shall have been designated eligible for clearance and settlement through the facilities of the Depositary.

6.14 NoMaterial Adverse Effect. Since the date of this Agreement, no Material Adverse Effect shall have occurred.

6.15 QualificationUnder Securities Laws. All registrations, qualifications, permits and approvals, if any, required to be obtained prior to the Closing under applicable foreign or U.S. state securities or “blue sky” Laws shall have been obtained for the lawful execution, delivery and performance of each of the Transaction Documents including, without limitation, the offer and sale of the Notes and the Conversion Shares.

6.16 Orders. As of the Closing, no court or other Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered into any Law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation of the Transactions contemplated hereby.

7.	Conditions to the Company’s Obligations at Closing.

The obligations of the Company to issue, sell and deliver to the Investor the Notes are subject to the fulfillment or waiver on or before the Closing of each of the following conditions:

7.1 Representationsand Warranties. Each of the representations and warranties of the Investor in this Agreement shall be true and correct in all material respects as of the Closing; except for (i) such representations and warranties made as of a specific date, which shall be true and correct in all material respects as of such date and (ii) such representations and warranties which are qualified by “materiality” or “Material Adverse Effect” as of the Closing or, to the extent such representation and warranty was made as of a specific date, which shall be true and correct as of such date; provided, however, that the representations and warranties set forth in Sections 5.1 and 5.2 shall be, as of the Closing, true and correct in all respects with the same effect as though such representations and warranties had been made as of the Closing.

7.2 Performance. This Agreement remains effective to both Investors and each of the Investors shall have performed and complied in all material respects with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with it on or before the Closing.

7.3 Orders. As of the Closing, no court or other Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation of the transactions contemplated hereby.

7.4 Executionof Existing 2026 Convertible Notes Repurchase Agreement. As of the Closing, the Existing 2026 Convertible Notes Repurchase Agreement shall have been duly executed and delivered by the Company and holders of the Existing 2026 Convertible Notes and the provisions thereof shall have become effective.

8.	Covenants.

For so long as any Notes remain outstanding, the Company covenants and agrees, and each Investor, severally and not jointly, covenants and agrees, for the benefit of the other parties to this Agreement and their respective assigns (except the undertakings in Section 8.7, 8.8 and 8.11 which are for the benefit of the relevant Investors only and to the extent that they still hold the outstanding Notes), as follows:

8.1 Reservationof Ordinary Shares; Issuance of Ordinary Shares; Blue Sky.

The Company shall prior to the issuance of Conversion Shares reserve and keep available, free from preemptive rights of other Persons, out of its authorized but unissued Ordinary Shares or Ordinary Shares held in treasury by the Company, for the purpose of effecting the conversion of the Notes, the full number of Conversion Shares (after giving effect to all anti-dilution adjustments) then outstanding. All Conversion Shares shall represent newly issued shares or shares held in treasury by the Company, shall have been duly authorized and validly issued and shall be fully paid and nonassessable, and shall be free from preemptive rights and free of any lien or adverse claim.

8.2 Transfer Taxes. The Company shall pay any and all documentary, stamp or similar issue or transfer tax (excluding any income Taxes, capital gains Taxes or similar Taxes due by an Investor) arising from (a) the issue of the Notes at Closing and (b) the issue of Conversion Shares. However, in the case of conversion of the Notes, the Company shall not be required to pay any tax or duty that may be payable in respect of any transfer involved in the issue and delivery of Conversion Shares in a name other than that of the holder of the Notes to be converted, and no such issue or delivery shall be made unless and until the Person requesting such issue has paid to the Company the amount of any such tax or duty, or has established to the satisfaction of the Company that such tax or duty has been paid.

8.3 Confidentiality. Each party to this Agreement will hold, and cause its respective Affiliates and their directors, officers, employees, agents, consultants and advisors to hold, in strict confidence, unless disclosure to a regulatory authority is necessary or appropriate in connection with any necessary regulatory approval or unless disclosure is required by judicial or administrative process or by other requirement of Law or the applicable requirements of any regulatory agency or relevant stock exchange, all non-public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party furnished to it by such other party or its representatives pursuant to this Agreement (except to the extent that such information can be shown to have been (a) previously known by such party on a non-confidential basis, (b) in the public domain through no fault of such party or (c) later lawfully acquired from other sources on a non-confidential basis by the party to which it was furnished), and no party shall release or disclose such Information to any other person, except its Representatives on an as-needed basis in connection with the negotiation and consummation of the Transactions contemplated hereby, in each case only where such Representatives are under appropriate nondisclosure obligation; provided, however, that each of the Company and the Investors agree that each of them will not make, and will cause its Affiliates to not make, any filing with the SEC which summarizes or includes this Agreement, any other Transaction Document or the Transactions without the prior written consent of each other party. Each party which has a filing obligation with the SEC agrees to give each other party a draft of any proposed filings at least two (2) Business Days prior to such filing and to incorporate any reasonably requested comments received within two (2) Business Days after receipt of the draft filing into such filing before filing with the SEC. Any party that has not replied within two (2) Business Days with any comments shall be deemed to have consented to the filing. Furthermore, no party hereto shall make, or cause to be made, any press release or public announcement with respect to this Agreement, the other Transaction Documents or the Transactions contemplated hereby and thereby or otherwise communicate with any news media in respect of the same without the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed), unless otherwise required by Law, in which case each party shall have the right to review and comment on any such press release or announcement prior to publication (to the extent permitted by Law). Notwithstanding the foregoing, a party may disclose Information in connection with any routine governmental or regulatory inquiry, examination or other request that does not specifically target the Information.

8.4 FurtherAssurances. (a) Each of the Investors and the Company will cooperate and consult with each other and use commercially reasonable efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third Persons required to consummate the transactions contemplated by this Agreement. (b) The Company will make each of the NDRC Post-issue Filing and CSRC Post-issue Filing within the relevant prescribed timeframes after the Closing Date in accordance with all applicable rules and regulations of the NDRC and CSRC, as the case may be, and comply with any continuing obligations thereunder.

8.5 RegistrationRights Agreement. The parties acknowledge that the Company is party to that certain Registration Rights Agreement, dated as of September 28, 2022, between the Company and the investors named therein (the “Existing Registration Rights Agreement”). Based on the number of Ordinary Shares being issued pursuant to the Note documents, the parties intend to enter into a new registration rights agreement, substantially in the form set forth in Exhibit C hereto (the “New Registration Rights Agreement”), to provide for additional opportunities to register and sell Ordinary Shares so acquired. The Company agrees to use its commercially reasonable efforts to obtain the consent of holders of the majority of the Registerable Securities Then Outstanding (as defined in the Existing Registration Rights Agreement) to permit the Company to execute the New Registration Rights Agreement with such changes as mutually agreed between the Investor and such holders.

8.6 Listingon the SGX-ST. In connection with the application to list the Notes on the SGX-ST, the Company shall furnish from time to time any and all documents, instruments, information and undertakings and publish all announcements or other material that may be necessary in order to effect and maintain such listing; and if the Company is unable to maintain such listing having used its best efforts, to use its best efforts to obtain and maintain a listing of the Notes on such other stock exchange or stock exchanges as the Company may agree with the Investor.

8.7 InformationUndertakings. To the extent that the relevant Investors still hold the outstanding Notes, the Company shall deliver (or procure the delivery) to such Investors (a) by the end of each calendar month, (i) an updated monthly cash flow forecast report in respect of the Company and its Subsidiaries for the remaining period of the fiscal year (except that the monthly cash flow forecast report delivered in December shall include information for the next fiscal year) and (ii) the information about the Company’s cash, total bank borrowings and accounts payable on a consolidated basis as of the end of the preceding calendar month, (b) by the end of each month a monthly management report (which shall include the income statements only but not any balance sheet, cash flow statements or any notes) in respect of the Company and its Subsidiaries, and (c) promptly upon request, all information and documents reasonably requested by such Investors in connection with any monthly cash flow forecast report or management report. Unless otherwise agreed in writing between the Investors that still holds the outstanding Notes and the Company, the Company shall convene telephone conference calls or meetings on a weekly basis with representatives of each of such Investors at such time and place convenient to each of such Investors, which may be attended by any advisor(s) appointed by the Investors.

8.8 MinimumLiquidity. (a) The Company and its Subsidiaries shall maintain a minimum of US$5,000,000 (or its foreign currency equivalent) in cash in bank accounts held in the name of the Company and its Subsidiaries (“Minimum Liquidity Requirement”). (b) To the extent that the relevant Investors still hold the outstanding Notes, by the end of the calendar month following the end of each fiscal quarter of the Company, the Company shall deliver to such Investors a compliance certificate in the form set forth in Exhibit J, which shall set out in reasonable detail, including particulars of each bank account held by the Company and its Subsidiaries and the cash balance of each account as at the end of the relevant fiscal quarter, showing compliance with the Minimum Liquidity Requirement.

8.9 Insurance. The Company shall (and shall ensure that each Subsidiary will) maintain insurances on and in relation to its business and material assets with reputable underwriters or insurance companies against those risks, and to the extent usually insured against by prudent companies located in the same or a similar location and carrying on a similar business and required by applicable law.

8.10 Equipment. The Company shall (and shall ensure that each Subsidiary will) maintain in good working order and condition to the extent customary and practicable (ordinary wear and tear excepted) all its material assets necessary for the conduct of its business.

8.11 MaterialContracts. The Company shall (and shall ensure that each Subsidiary will) not enter into any new Material Contract or amend, vary or terminate any existing Material Contract to which it is a party without first engaging in good faith consultations with THRI, provided that THRI still holds the outstanding Notes.

8.12 Transferof Notes. Each Investor agrees that at any time after the issuance of the Notes, if such Investor (hereinafter the “Transferring Investor”) intends to assign or transfer all or any portion of its Notes under the Indenture (the “Offered Notes”) to any Person other than its Permitted Affiliates, it shall promptly send to the Company and the other Investor a written notice of such Investor’s intention to make the transfer (the “Transfer Notice”). Upon receipt of the Transfer Notice, the other Investor shall have the right, exercisable at its option on or prior to the date that is fifteen (15) days after the receipt of the Transfer Notice to make an offer to the Transferring Investor to purchase the Offered Notices by delivery of a written notice (the “Purchase Offer”) indicating its offer and setting out the material terms of the proposed purchase of the Offered Notes. If the other Investor exercised its right to deliver a Purchase Offer, (i) the Transferring Investor shall have thirty (30) days from the date of receipt of the Purchase Offer to complete the sale of the Offered Notes to the other Investor, or (ii) the Transferring Investor may consummate a sale with a third party provided that such sale is at a price higher than the price set out in the Purchase Offer and such sale is consummated within thirty (30) days from the date of receipt of the Purchase Offer. Following delivery of a Transfer Notice, the Transferring Investor shall keep the other Investor reasonably informed of the status of any proposed transfer of the Offered Notes, including material developments in the marketing process, until such transfer is consummated or abandoned. For the avoidance of doubt, this Section 8.12 does not apply to assignment or transfer of all or any portion of its Notes from any Investor to its Permitted Affiliates.

8.13 Investor’sConfidentiality Obligations on MNPI. Each Investor acknowledges that some or all of the information provided by the Company pursuant to Sections 6.9, 8.7, 8.8 and 8.11 may in whole or in part be MNPI (the “Confidential Information”) and consents to the receipt of any such Confidential Information provided under this Agreement. Each Investor agrees that (i) it will keep confidential all the Confidential Information and will not disclose or distribute such Confidential Information in whole or in part, directly or indirectly (or permit any of the foregoing) to any person, other than to any of its Representatives on a “need to know” basis only, provided that the relevant Representative has been advised by the relevant Investor to maintain such Confidential Information in confidence in accordance with the terms of this Agreement; (ii) it will comply with all applicable securities laws and regulations (including those promulgated by the SEC, CSRC, any applicable listing authorities and/or stock exchanges) in relation to its receipt and use of Confidential Information and (iii) it will not to use any Confidential Information for any unlawful purpose. Each Investor further undertakes and agrees that the Company makes no representation (whether expressed or implied) and has no obligation to make any announcement or public disclosure of the MNPI contained in the Confidential Information that would be sufficient to permit such Investor or its Representatives to trade in any and all securities of the Company under applicable securities laws in respect of insider-dealing or market abuse laws.

8.14 Performanceof the Existing 2026 Convertible Notes Repurchase Agreement. The Company undertakes that it will use such portion of the cash proceeds from the issuance of the Notes as set forth in Section 2.2 of the Agreement to perform its repurchase obligations under the Existing 2026 Convertible Notes Repurchase Agreement. SONA undertakes that, subject to the Company’s performance in accordance with the preceding sentence, it shall (a) cause the holders of the Existing 2026 Convertible Notes to discharge all of the Company’s obligations under the Existing 2026 Convertible Notes and to cancel the Existing 2026 Convertible Notes with immediate effect and (b) indemnify and save the Company harmless from any action, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation resulting from any alleged unpaid amounts due under the Existing 2026 Convertible Notes.

9.	Transaction Expenses.

9.1 Whether or not the transactions contemplated hereby are consummated, (i) the Company will pay at the Closing and, to the extent additional amounts have been incurred, at each subsequent Closing all costs and expenses (including reasonable attorneys’ fees for each of the Investors) incurred by the Investors in connection with the negotiation, drafting and execution of all Notes documents and (ii) the Company will pay upon written request all costs and expenses (including reasonable attorneys’ fees for each of the Investors) incurred by the Investors in connection with any amendments, waivers or consents under, or in respect of, any Notes document (whether or not such amendment, waiver or consent becomes effective) which shall be deducted from the Purchase Price pursuant to Section 2.1.

9.2 The Company will pay, and will save each of the Investors and each other holder of a Note and the Conversion Shares harmless from, (i) any Action, judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the Transactions, (ii) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under any Notes document, (iii) the costs and expenses incurred in responding to any subpoena or other legal process or informal investigative demand issued in connection with any Notes document, and (iv) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated in the Transaction Documents.

10.	Survival.

All representations and warranties contained herein shall survive the execution and delivery of this Agreement, issuance of the Notes, and the other Transaction Documents, the purchase or transfer by any Investor of any Notes or any portion thereof or interest therein and the payment of the Notes, and may be relied upon by any subsequent holder of the Notes. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement or any other Notes documents shall be deemed representations and warranties of the Company and the Investors under the Notes documents. Subject to the preceding sentence, the Notes documents embody the entire agreement and understanding between each Investor and the Company and supersede all prior agreements and understandings relating to the subject matter hereof. The covenants of the parties hereto required to be performed on or prior to any Closing, shall not survive the applicable Closing, except for those covenants contained herein that by their terms apply or are to be performed in whole or in part after the applicable Closing, and thereafter there will be no liability on the part of, nor will any claim be made by, any party or any of their respective Affiliates in respect thereof. Notwithstanding anything to the contrary elsewhere in this Agreement, no party shall, in any event, be liable to the other party for any consequential, indirect, special or punitive damages.

11.	Termination.
11.1	Termination.
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This Agreement may be terminated prior to the Closing as follows:

(a)	automatically and immediately, without further notice by any party, at 11:59pm (Hong Kong time) on the Long Stop Date;
(b)	by either Investor, (i) upon the commencement of any Enforcement Action in respect of the Company or any Subsidiary of the Company<br>unless such corporate action, legal proceeding or other procedure or step (including any winding up petition) is frivolous or vexatious<br>and is discharged or dismissed within the earlier of 20 Business Days of commencement and the date immediately prior to the Closing Date,<br>or (ii) upon the occurrence of any default or event of default arising out of any Material Contract to which the Company or a Subsidiary<br>of a Company is a party to, unless such default or event of default is capable of remedy and is remedied within the earlier of (A) 5 Business<br>Days of such default or event of default and (B) the date immediately prior to the Closing Date;
---	---

(a)

automatically and immediately, without further notice by any party, at 11:59pm (Hong Kong time) on the Long Stop Date;

(b)

by either Investor, (i) upon the commencement of any Enforcement Action in respect of the Company or any Subsidiary of the Company unless such corporate action, legal proceeding or other procedure or step (including any winding up petition) is frivolous or vexatious and is discharged or dismissed within the earlier of 20 Business Days of commencement and the date immediately prior to the Closing Date, or (ii) upon the occurrence of any default or event of default arising out of any Material Contract to which the Company or a Subsidiary of a Company is a party to, unless such default or event of default is capable of remedy and is remedied within the earlier of (A) 5 Business Days of such default or event of default and (B) the date immediately prior to the Closing Date;

---

(c)	by either Investor, if the Company has breached any of its representations, warranties, covenants or agreements contained in this<br>Agreement, which breach cannot be cured or, if it is capable of being cured, is not cured within 30 days after the Company has been notified<br>in writing of the same;
(d)	by the Company, if either Investor has breached any of its representations, warranties, covenants or agreements contained in this<br>Agreement, which breach cannot be cured or, if capable of being cured, is not cured within 30 days after the Investor has been notified<br>in writing of the same; or
---	---
(e)	by mutual agreement in writing between the Company, on the one hand, and either one of the Investor, on the other hand.
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provided, however that any right to terminate this Agreement pursuant to clauses (a), (b) or (c) of this Section 11.1 shall not be available to any party whose failure to fulfill any material obligation under this Agreement has been the primary cause of, or primarily resulted in, the failure of the Closing to have occurred on or before such date.

11.2 Survival. If this Agreement is terminated in accordance with Section 11.1, it shall become void and of no further force and effect, except for the provisions of Section 8.3 (Confidentiality), Section 8.13 (Investor’s Confidentiality Obligations on MNPI), this Section 11, Section 12.1 (Governing Law) and Section 12.2 (Jurisdiction); provided, however, that such termination, unless otherwise agreed to by the Investor, on the one hand, or the Company, on the other hand, shall be without prejudice to the rights or obligations of any party in respect of a breach of this Agreement prior to such termination.

12.	Miscellaneous.

12.1 GoverningLaw; Waiver. In all respects, including matters of construction, validity and performance, this Agreement and each other Transaction Documents shall be governed by, and construed and enforced in accordance with, the Laws of the State of New York applicable to contracts made and performed in that state (without regard to the choice of laws or conflicts of law provisions thereof that would require the application of the Laws of any other jurisdiction).

12.2 Jurisdiction. Each of the parties irrevocably agrees that any legal action or proceeding with respect to this Agreement, or for recognition and enforcement of any judgment in respect of this Agreement brought by the other party or its successors or assigns, shall be brought and determined non-exclusively in any state or federal court located in the City and County of New York. Each of the parties hereby irrevocably submits with regard to any such action or proceeding to the personal jurisdiction of the aforesaid courts. Each of the parties hereby irrevocably waives, and agrees not to assert by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process, (b) any claim of sovereign immunity with respect to itself or its property and (c) any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement may not be enforced in or by such courts. Each party hereby consents to service being made through the notice procedures set forth in Section 12.6 and agrees that service of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 12.6 shall be effective service of process for any suit or proceeding in connection with this Agreement. Service shall be deemed complete upon receipt by addressee. EACH OF THE PARTIES KNOWINGLY, INTENTIONALLY AND VOLUNTARILY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

12.3 NoThird-Party Beneficiaries. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the parties any rights, remedies, obligations or liabilities under or by reason of this Agreement, and no Person that is not a party to this Agreement (including any partner, member, stockholder, director, officer, employee or other beneficial owner of any party, in its own capacity as such or in bringing a derivative action on behalf of a party) shall have any standing as third-party beneficiary with respect to this Agreement or the transactions contemplated by this Agreement.

12.4 NoPersonal Liability of Directors, Officers, Owners, Etc. No director, officer, employee, incorporator, stockholder, managing member, member, general partner, limited partner, principal or other agent of any of the parties shall have any liability for any obligations of such party under this Agreement or for any claim based on, in respect of or by reason of the respective obligations of such party under this Agreement. Each party hereby waives and releases all such liability. This waiver and release is a material inducement to each party’s entry into this Agreement.

12.5 EntireAgreement. This Agreement and the other Transaction Documents, including the Notes, constitute the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof.

12.6 Notices. Except as otherwise provided in this Agreement, all notices, requests, claims, demands, waivers and other communications required or permitted under this Agreement shall be in writing and shall be mailed by reliable overnight delivery service or delivered by hand or messenger, addressed as set forth in Schedule 2, or in any such case to such other address, as either party may, from time to time, designate in a written notice given in a like manner. Notices shall be deemed given when actually delivered by overnight delivery service, hand or messenger.

12.7 Delaysor Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party under this Agreement shall impair any such right, power, or remedy of such party, nor shall it be construed to be a waiver of or acquiescence to any breach or default, or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default. All remedies, either under this Agreement or by Law or otherwise afforded to any holder, shall be cumulative and not alternative.

12.8 Amendmentsand Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only if such amendment or waiver is in writing and signed, in the case of an amendment, by the Company and the Investor or, in the case of a waiver, by the party against whom the waiver is to be effective. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any securities purchased under this Agreement at the time outstanding (including securities into which such securities are convertible), each future holder of all such securities and the Company.

12.9 Counterparts. This Agreement may be executed in any number of counterparts and signatures may be delivered in electronic format, each of which may be executed by less than all the parties, each of which shall be enforceable against the parties actually executing such counterparts and all of which together shall constitute one instrument.

12.10 Severability. If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable, or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Agreement and the balance of this Agreement shall be enforceable in accordance with its terms.

[The remainder of this page has been intentionally left blank.]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

COMPANY:
TH INTERNATIONAL LIMITED
By:
Name:
Title:

[Signature page to Note Purchase Agreement]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

INVESTORS:
Tim Hortons Restaurants International GmbH
By:
Name:
Title:
Sona Asset Management (UK) LLP as agent for Sona Credit Master Fund Limited
By:
Name:
Title:
Sona Asset Management (UK) LLP as agent for Sona Blue Peak, Ltd.
By:
Name:
Title:

[Signature page to Note Purchase Agreement]

Exhibit A

Form of the Indenture

Exhibit B

Form of Maples & Calder (Cayman) LLP Opinion

Exhibit C

Form of New Registration Rights Agreement

Exhibit D

Form of the Share Charge

Exhibit E

Form of the Debenture

Exhibit F

Form of the Existing 2026 Convertible Notes Repurchase Agreement

Exhibit G

[Reserved]

Exhibit H

Form of the Amendment to the Special Voting Share Certificate of Designation

Exhibit I

Form of the Amendment to the Convertible Junior Notes

Exhibit J

Form of the Compliance Certificate

Schedule 1

Investor Schedule

Name	Principal Amount of Notes<br><br> to be Purchased on Closing	Purchase Price
Tim Hortons Restaurants International GmbH	US$32,500,000	[****	]
Sona Credit Master Fund Limited	US$52,254,203	[****	]
Sona Blue Peak, Ltd.	US$5,167,998	[****	]
Total	US$89,922,201	[****	]

Schedule 2

Addresses for Notice

if to the Company:

TH International Limited

2501 Central Plaza

227 Huangpi North Road Shanghai

People’s Republic of China 200003

Attn: Albert Li

E-mail: [****]

with a copy (which shall not constitute notice) to:

Han Kun Law Offices LLP

Rooms 4301-10, 43/F, Gloucester Tower, The Landmark

15 Queen’s Road Central, Hong Kong SAR, PRC

Attn: Liang Tao

E-mail: [****]

if to THRI:

Inseliquai 12A, Luzern, Switzerland 6005

Attention: Gordon Tam, Vice President, APAC

E-mail: [****]

with a copy (which shall not constitute notice) to:

Allen Overy Shearman Sterling LLP

50 Collyer Quay, #09-01 OUE Bayfront, Singapore 049321

Attention: Rishi Hindocha, Song Hae-Ran and Benjamin Foo

E-mail: [****]

if to SONA:

Sona Credit Master Fund Limited

20 St James’s Street

London, United Kingdom

SW1A 1ES

Email: [****]

Sona Blue Peak, Ltd.

20 St James’s Street

London, United Kingdom

SW1A 1ES

Email: [****]

Schedule 3

Form of List of Assigned Receivables

Exhibit 10.2

CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATSAS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HASBEEN REDACTED.

THIRD AMENDMENT TO the ameNded and restated MASTER

DEVELOPMENT AGREEMENT AND SECOND AMENDMENT TO THE amended

and restated COMPANY FRANCHISE AGREEMENTS

This Third Amendment (the “Amendment”) to the Amended and Restated Master Development Agreement and Second Amendment to the HK Amended and Restated Company Franchise Agreement and the PRC Amended and Restated Company Franchise Agreement is made on October 31, 2025 by and among (as applicable) (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 (Shenzhen) 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 “Franchisee” and together, the “Franchisees”).

For the purposes of this Amendment, each party above shall be individually referred to as a “Party” and collectively as the “Parties”. Capitalized terms used but not defined herein have the meanings set forth in the Agreement (as defined below).

WHEREAS

A.	THRI, Master Franchisee and Tims China are parties to an Amended and Restated Master Development Agreement<br>dated August 13, 2021 (as amended on September 28, 2022 and June 28, 2024, the “Agreement”), under which Master Franchisee<br>was granted the exclusive right to develop, open and operate (through itself and the Approved Subsidiaries), Tim Hortons Restaurants in<br>the Territory, subject to the terms and conditions set forth in the Agreement.
B.	(i) THRI and Master Franchisee are parties to the HK Amended and Restated Company Franchise Agreement,<br>dated August 13, 2021, and (ii) THRI, Master Franchisee and the Franchisees are parties to the PRC Amended and Restated Company Franchise<br>Agreement, dated August 13, 2021 (each a “CFA” and together, the “CFAs”), relating to the operation<br>of Tim Hortons Restaurants in the Territory.
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C.	The Parties have decided to amend the Agreement and the CFAs, effective as of the date hereof, by deleting<br>the stricken text (indicated as: ~~stricken tex~~t) and adding the underlined text (indicated<br>as: underlined text) as more particularly set forth herein.
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From and after the date of this Amendment, the Parties agree as follows:

1.	Amendment to Clause 1.1 (Definitions) of the Agreement
(a)	The following definitions shall be added to Clause 1.1. of the Agreement
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**“Ad Fund Control Period”**has the meaning set out in clause 11.8B.1.

“Ad Fund DecisionRights” has the meaning set out in clause 11.8A.1.

“Closing Date” has the meaning set out in the Convertible Note Purchase Agreement dated on or about the date hereof.

“Marketing Function” has the meaning set forth in clause 11.8B.2.

“Indenture” means the indenture to be signed on the Closing Date among Tims China, the Trustee and the Security Agent.

“Permitted Indebtedness” has the meaning set forth in the Indenture.

“RBI” means Restaurant Brands International Inc., a Canadian corporation and the indirect parent of THRI.

“RBI Brands” means the restaurant brands and franchise systems or trademarks owned, operated, licensed or acquired at any time by RBI or an Affiliate of RBI, including BURGER KING®, TIM HORTONS®, POPEYES® and FIREHOUSE SUBS®.

“RBI Franchisee” means (a) a Person that holds (or formerly held) one or more licenses (whether exclusive or non-exclusive) to own, operate and/or subfranchise any of the RBI Brands, and (b) an Affiliate of such Person.

“Security Agent” means Wilmington Savings Fund Society, FSB or any replacement security agent appointed pursuant to the Indenture.

“Security Documents” means (a) the Hong Kong law governed share pledge over 100% of the Equity Securities of the Master Franchisee granted by Tims China in favour of the Security Agent, (b) the Cayman Islands law governed all-asset debenture granted by Tims China in favour of the Security Agent and (c) any other document entered into by any member of the Tims China Group creating any security interest over all or any part of its assets in respect of the obligations of the Tims China Group under the Indenture.

“Trustee” means Wilmington Savings Fund Society, FSB or any replacement trustee appointed pursuant to the Indenture.

(b)	The definition of “Renewal Fee” in the Agreement shall be replaced by the definition below:

“Renewal Fee” means, with respect to the renewal of a Unit Addendum for a Direct-Owned Restaurant or the renewal of a Franchise Agreement for a Franchised Restaurant, the following non-refundable amounts payable by Master Franchisee to THRI: (a) [****] for Restaurants other than Tims Go or Tims Express; (b) [****] for a Restaurant that is a Tims Go, subject to satisfaction of the Fee Incentive Conditions; and (c) [****] for a Restaurant that is a Tims Express, subject to satisfaction of the Fee Incentive Conditions; in each case for a twenty (20) year term (which amount will be prorated if the term of the applicable renewal is less than twenty (20) years).

2.	Amendment to Clause 4A of the Agreement

Clause 4A of the Agreement is hereby amended as follows:

“The members of the Tims China Group shall be entitled to incur Indebtedness (such borrowing, the “Tims China Debt” provided that (a) immediately after the incurrence of such Indebtedness, the ratio of Net Debt to LTM EBITDA does not exceed 3.0 to 1.0 except and solely to the extent approved in writing by THRI, (b) the terms of such Indebtedness are nonrecourse to THRI and (c) such Indebtedness is not secured by a pledge, hypothecation, mortgage or other lien on the Equity Securities of any member of the Tims China Group; providedthat, any security interest, lien or share pledge granted pursuant to, or permitted under, the Security Documents shall not constitute a breach of this clause 4A; provided further that, at such time as the Indenture has been satisfied and discharged, terminated or otherwise ceases to be of further effect in accordance with its terms (including by reason of the repayment or redemption in full of all notes issued thereunder) such that no notes remain outstanding, the immediately preceding proviso shall automatically terminate and be of no further force or effect and, from and after such time, this clause 4A shall be construed without regard to such proviso.

Notwithstanding anything to the contrary in this Agreement, solely for purposes of testing compliance with clause 4A(a), “Net Debt” shall be calculated excluding any Indebtedness incurred pursuant to the Indenture and any “Permitted Indebtedness” thereunder, in each case to the extent outstanding at such time. For the avoidance of doubt, no breach of clause 4A shall arise by reason of any such Indebtedness being incurred or outstanding.”

3.	Amendment to Clause 6.1 of the Agreement

Clause 6.1 of the Agreement is hereby amended as follows:

Master Franchisee shall (a) develop and open for business (and keep open to the extent required hereby), and (b) license Franchisees to develop and open for business (and keep open to the extent required hereby) a minimum number of new Tim Hortons Restaurants within the Territory in strict compliance with the Development Schedule, and such new Restaurants may be either Direct-Owned Restaurants or Franchised Restaurants; provided, however: ****

a.	~~any number of new Franchised Restaurants may be openedin Development Year 6;~~

b.	~~the number of new FranchisedRestaurants opened (net of closures) in Development Year 7 shall be no more~~ [****] ~~ofthe total number of new Tim Hortons Restaurants opened (net of closures) in Development Year 7, as measured at the end of DevelopmentYear 7; and~~

c.	~~commencing from~~<br>in Development Year 8, the percentage of Direct-Owned Restaurant net restaurant growth (i.e.,<br>the net change in Direct-Owned Restaurants during such Development Year) shall be at least [****] of<br>the total net restaurant growth (i.e., the net change in the total number of Tim Hortons Restaurants during such Development Year).
d.	commencing from Development Year 9, the percentage of Direct-Owned<br>Restaurant net restaurant growth (i.e., the net change in Direct-Owned Restaurants during such Development Year) shall be at least [****]<br>of the total net restaurant growth (i.e., the net change in the total number of Tim Hortons Restaurants during such Development Year).
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4.	Amendment to Clause 11.8 of the Agreement
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Clause 11.8 of the Agreement is hereby amended as follows:

“Administration of Advertising Fund ~~upon Certain Events~~. Following the termination of rights pursuant to clause 11.7, ~~or~~ upon the occurrence of an MDA Termination Event or any time on or after September 30, 2025 for any or no reason whatsoever, Master Franchisee shall, at THRI’s request, immediately and irrevocably designate THRI or its designee to administer the Advertising Fund and to provide the Marketing Services and Advertising Services for Master Franchisee and Franchisees, in place of Master Franchisee, with all of the rights and privileges of Master Franchisee in relation thereto under the Company Franchise Agreement and the Franchise Agreements. In such event, at THRI’s option and as directed by THRI, (a) Master Franchisee shall notify Franchisees in writing of THRI’s assumption of responsibility for the administration of the Advertising Fund and direct Franchisees to pay their Advertising Contributions to THRI or its designee with respect to all periods thereafter, and (b) Master Franchisee shall immediately cease to withdraw funds from the Ad Fund Account, notwithstanding any provision to the contrary set forth in any Franchise Agreements, it being the intention of the Parties that the administration of the Advertising Fund shall revert to THRI or its designee. Master Franchisee hereby provides an irrevocable power of attorney to THRI (and hereby commits to renew and separately document such power of attorney at any time upon THRI’s request) to grant THRI or its designee access to the Advertising Fund Account under the circumstances set forth in the previous sentence, and will, at THRI’s request, execute any and all documents and take any and all necessary action to transfer the Ad Fund Account to THRI or its designee. If THRI has exercised its rights pursuant to this clause 11.8, THRI shall as far as practicable take over and assume all future rights, obligations and liabilities under any agreement, arrangement or contract entered into by Master Franchisee for marketing and advertising consistent with approvals given by THRI up to a level of commitment consistent with the annual Marketing Calendar. In such event, Master Franchisee shall, upon demand, assign to THRI or its designee all right, title and interest of Master Franchisee in any agreement, arrangement or contract entered into by Master Franchisee for marketing or advertising for the benefit of Master Franchisee or Franchisees in the Territory except that any non-transferable contract or commitment will be carried to completion by Master Franchisee and paid for by THRI. Notwithstanding anything to the contrary in this Agreement or in any Company Franchise Agreement, THRI (or its designee) shall have the unilateral right, at any time and from time to time, in its sole discretion, to require Master Franchisee, by written notice, to immediately resume self-administration of the Advertising Fund and to provide the Marketing Services and Advertising Services in place of THRI. Upon receipt of such written notice, Master Franchisee shall, without any right to object, delay or condition, (a) immediately and irrevocably assume responsibility for the administration of the Advertising Fund, with all attendant rights and obligations, and (b) take all steps, execute all documents and provide all notices as may be reasonably required by THRI to give effect to such redesignation. Any such redesignation shall be effective as of the date specified by THRI in its written notice, and Master Franchisee shall comply in all respects with such redesignation.”

5.	New Clause 11.8A of the Agreement

A new Clause 11.8A shall be inserted into the Agreement:

“11.8A Ad Fund Decision Rights.

11.8A.1 Triggerand Scope. Following the termination of rights pursuant to clause 11.7, upon the occurrence of an MDA Termination Event or any time on or after September 30, 2025 for any or no reason whatsoever, THRI may by written notice, require Master Franchisee to grant it (or its designee) the sole and exclusive authority to approve and direct all expenditures of the Advertising Fund, including approval of budgets, campaigns, media plans, vendor selection and the timing and amount of disbursements (the “Ad Fund Decision Rights”). While the Ad Fund Decision Rights are in effect, the Ad Fund Account shall remain owned and maintained by Master Franchisee or TH Shanghai, in accordance with this Agreement, and such person shall continue to perform the operational administration of the Advertising Fund strictly in accordance with the Agreement and THRI’s written directions under this clause 11.8A.

11.8A.2 Mechanics. Neither Master Franchisee nor TH Shanghai shall withdraw or commit Advertising Fund monies without THRI’s prior written approval while the Ad Fund Decision Rights are in effect, except for remittances required to be made to THRI in respect of the Tim Hortons Global Initiatives as required by clause 11.2.5. Upon receiving THRI’s written direction, the corresponding payment(s) from the Ad Fund Account shall be executed within two (2) Business Days (or such shorter period reasonably specified by THRI for time-sensitive items). Neither Master Franchisee nor TH Shanghai shall assert any right of set-off, deduction or counterclaim to delay or refuse any such payment. Each of the Master Franchisee and the Franchisees shall promptly update their internal business processes, approval workflows and system permissions, and shall train all relevant personnel, to ensure execution strictly in accordance with this Agreement and THRI’s written approvals and directions under this Clause 11.8A.

11.8A.3 Informationand Access. Master Franchisee or TH Shanghai, as applicable, shall (i) provide THRI with online access to the Ad Fund Account to the extent available from the relevant bank(s), and in any event (ii) deliver daily bank statements and such supporting documentation and vendor documentation as THRI reasonably requests to exercise the Ad Fund Decision Rights.

11.8A.4 Enforcement. Failure to follow THRI’s written directions under this clause 11.8A constitutes an Ad Fund Breach and an Event of Default under clause 18.1.11 of this Agreement. Without prejudice to other remedies, THRI may require Master Franchisee to appoint a third-party fund administrator acceptable to THRI to perform the operational administration under THRI’s Ad Fund Decision Rights, it being understood that title to the Ad Fund Account shall remain with Master Franchisee or TH Shanghai, as applicable.

11.8A.5 Reversion. THRI may by written notice permit Master Franchisee or TH Shanghai to resume the direction and approval of Advertising Fund expenditures, whereupon Ad Fund Decision Rights shall terminate on the effective date specified by THRI.

11.8A.6 No Liabilityor Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary, the contracting party for any Marketing Services, Advertising Services, or related services shall continue to be the Master Franchisee or the relevant Franchisees, as applicable, and THRI shall have no liability or obligation to any third-party vendor, agency or counterparty in respect of such arrangements. This clause 11.8A does not impose on THRI any express or implied fiduciary duty to Master Franchisee or Franchisees.

11.8A.7 Compliancewith Law. Notwithstanding any decisions made by THRI regarding the management and use of the Ad Fund Account while the Ad Fund Decision Rights are in effect, the Master Franchisee remains solely responsible for ensuring that all Tim Hortons Advertising Materials, Tim Hortons Packaging Materials, and the advertising, marketing, sales promotion and public relations and any other promotional activities fully comply with all applicable Laws. If Master Franchisee believes a THRI direction would violate applicable Laws, it shall notify THRI in writing within one (1) Business Day of receipt of such direction with details of the concern and a proposed alternative consistent with applicable Laws.

11.8A.8 Precedence;Cumulative Rights. To the extent of any inconsistency between the rest of Clause 11 and this Clause 11.8A with respect to THRI’s ability to make decisions in respect of the Advertising Fund, this Clause 11.8A shall prevail. THRI’s rights under this Clause 11.8A are without prejudice to Clause 11.8 and do not limit THRI’s right at any time to elect to administer the Advertising Fund as contemplated by Clause 11.8. The rights, powers and remedies of THRI under this Clause 11.8A are cumulative and in addition to any other rights, powers or remedies provided under this Agreement or at Law.

**11.8A.9 Survival.**This clause 11.8A shall survive termination or expiration of this Agreement.”

6.	New Clause 11.8B of the Agreement

A new Clause 11.8B shall be inserted into the Agreement:

11.8B Marketing Function during AdFund Control.

11.8B.1 Triggerand Duration. During any period in which (a) THRI has assumed administration of the Advertising Fund pursuant to clause 11.8, or (b) THRI’s Ad Fund Decision Rights under clause 11.8A are in effect (each, an “Ad Fund Control Period”), the provisions of this clause 11.8B shall apply.

11.8B.2 [****].

11.8B.3 Implementationand Co-operation. Master Franchisee shall (and shall cause each of the Approved Subsidiaries) take all steps reasonably requested by THRI to give effect to this clause 11.8B, including ensuring that the Marketing Function executes all Advertising Fund-related approvals and directions strictly in accordance with THRI’s written directions during the Ad Fund Control Period.

1.8B.4 No Employeror Counterparty Liability. Nothing in this clause 11.8B shall be construed to create any employment, agency, joint venture or partnership relationship between THRI (or its designee) and any personnel of Master Franchisee or their Affiliates. Master Franchisee (and/or the relevant Approved Subsidiary, as applicable) shall remain the employer and contracting party of all such personnel and shall be solely responsible for their compensation, benefits, supervision and compliance with applicable Laws.

11.8B.5 Survival;Precedence. This clause 11.8B shall survive any termination or expiration of this Agreement. To the extent of any inconsistency between the rest of this Agreement and clause 11.8B with respect to THRI’s ability to appoint or remove members of the Marketing Function, this Clause 11.8B shall prevail.

7.	Amendment to Clause 11.9 of the Agreement

Clause 11.9 of the Agreement is hereby amended as follows:

11.9. Audits. THRI may audit the Advertising Fund at any time in order to verify the appropriate application of the funds in connection with marketing and advertising activities (the “Advertising Fund Audit”). The results of such an audit shall be disclosed to Master Franchisee and Franchisees upon request, provided that no more than one (1) Advertising Fund Audit shall be performed during any calendar year. Where the Advertising Fund Audit reveals that Master Franchisee has not maintained or administered the Advertising Fund in material compliance with this Agreement and the Global Marketing Policy, Master Franchisee shall reimburse THRI for all costs incurred by THRI in conducting such audit. Otherwise, THRI will be responsible for all such audit costs. An Advertising Fund Audit may include verification of Master Franchisee’s adherence to THRI’s written approvals and directions under Clause 11.8A.

8.	Amendment to Clause 18.1.11 of the Agreement

Clause 18.1.11 of the Agreement is hereby amended as follows:

“18.1.11 any wilful and material misappropriation of the Advertising Fund, Ad Fund Account, Advertising Contributions or any part thereof by Master Franchisee or its designee, any failure to make the Advertising Contributions as required by this Agreement, or any breach of clause 11.8, 11.8A, 11.8B or any act or omission that has the effect of materially impairing, frustrating, delaying or preventing THRI’s exercise of THRI’s rights under clauses 11.8, 11.8A or 11.8B.”

9.	New Clause 18.1.14 of the Agreement

A new Clause 18.1.14 of the Agreement shall hereby be inserted:

“18.1.14 the occurrence of any event whatsoever which results in any of the following persons acquiring more than a ten percent (10%) direct or indirect ownership of the Tims China: (i) a Competitor, (ii) a Person that directly or indirectly provides marketing, advertising, training, monitoring, development, reporting and/or collection or similar services to a Competitor; (iii) a Person which acts as a franchisee or master franchisee for any Competitor, (iv) a RBI Franchisee, or (v) a Prohibited Person, as determined in THRI’s sole judgment based on the background check and any follow-up or additional diligence, if any, required by THRI based on the background check.”

10.	Amendments to Schedule 1 (Development Schedule)

The table below is hereby amended as follows:

Development Year	Cumulative Opening Targets
7 (from January 1, 2025 to December 31, 2025)		[****	]
8 (from January 1, 2026 to December 31, 2026)		[****	]
9 (from January 1, 2027 to December 31, 2027)		[****	]
10 (from January 1, 2028 to December 31, 2028)		[****	]
TOTAL		[****	]
11.	Conforming Amendment to the CFAs
---	---
(a)	The following definitions shall be added to Clause 1.1. of the CFAs:
---	---

“Ad Fund Control Period” has the meaning set forth in Clause 8.2B.

“Fund Takeover Trigger” has the meaning set forth in Clause 8.2(g).

“Marketing Function” has the meaning set forth in Clause 8.2B.

(a)	Clause 8.2(g) of the CFAs shall be amended as follows:

8.2(g) Notwithstanding anything to the contrary in this Agreement, until the earlier of (x) the occurrence of an MDA Termination Event, (y) Franchisor has terminated Parent’s right to manage the Advertising Fund in accordance with clause 11.7 of the A&R MDA, or (z) Franchisor’s election, at any time on or after September 30, 2025 for any or no reason whatsoever, to assume administration of the Advertising Fund under clause 11.8 of the A&R MDA (each, a “Fund Takeover Trigger”): (a) Parent (or Shanghai Franchisee) will manage the Advertising Fund as provided in clause 11 of the A&R MDA; (b) the Advertising Contributions paid with respect to the Franchised Restaurants shall be aggregated with all advertising contributions paid by other franchisees in the Territory into a single fund and managed in accordance with clause 11 of the A&R MDA; and (c) the rights of Franchisor set forth in clause 8.2 (other than the right to receive the Global Ad Fund Payment) shall be deemed to be rights of Parent (or, if applicable, Shanghai Franchisee) consistent with clause 11 of the A&R MDA. Accordingly, ~~until such termination has occurred~~ until the effective date of Franchisor’s assumption of administration pursuant to a Fund Takeover Trigger**:** (i) all references in clauses 8.2(a), (b), (c), and (d) to Franchisor shall for this purpose and during such period mean Parent (or, if applicable, Shanghai Franchisee); (ii) except for the Global Ad Fund Payment, there shall be no obligation to pay the Advertising Contribution to FRANCHISOR or its designee as provided in clause 8.2(a); and (iii) Franchisor shall not administer or spend monies from the Advertising Fund, nor be obliged to provide a statement of the Advertising Fund’s expenses and receipts to Franchisee. Upon Franchisor’s written notice following a Fund Takeover Trigger, Parent (or, if applicable, Shanghai Franchisee) shall immediately comply with clause 11.8 of the A&R MDA, including ceasing withdrawals and taking all steps required to effect Franchisor’s assumption of administration. For the avoidance of doubt, nothing in this clause 8.2(g) limits Franchisor’s Ad Fund Decision Rights (as implemented under clause 8.2A of this Agreement).

(b)	A new Clause 8.2A is hereby inserted into each of the CFAs.

“8.2A AdFund Decision Rights.

8.2A.1 DecisionRights. Notwithstanding anything to the contrary in this Agreement (including Clause 8.2), at all times while Franchisor’s “Ad Fund Decision Rights” (as defined in Clause 11.8A of the A&R MDA) are in effect, Franchisor (or its designee) shall have the sole and exclusive right to approve and direct all expenditures of the Advertising Fund, including approval of budgets, campaigns, media plans, vendor selection and the timing and amount of disbursements. The Advertising Fund shall continue to be maintained by Parent and/or Shanghai Franchisee, as applicable, in accordance with the A&R MDA, but only in accordance with Franchisor’s written approvals and directions. Nothing in this Clause 8.2A transfers ownership of any Advertising Fund bank account from the Person in whose name such account is held in accordance with the A&R MDA.

8.2A.2 Mechanics. While the Ad Fund Decision Rights are in effect, (i) no Advertising Fund monies shall be committed or withdrawn without Franchisor’s prior written approval, other than the Global Ad Fund Payment required to be remitted to Franchisor pursuant to this Agreement. Upon receiving Franchisor’s written direction, Master Franchisee shall execute the corresponding payment(s) from the Ad Fund Account within two (2) Business Days (or such shorter period reasonably specified by Franchisor for time-sensitive items). None of the Franchisees shall assert any right of set-off, deduction or counterclaim to delay or refuse any such payment. Each of the Franchisees shall promptly update their internal business processes, approval workflows and system permissions, and shall train all relevant personnel, to ensure execution strictly in accordance with this Agreement and Franchisor’s written approvals and directions under clause 8.2A.

8.2A.3 Co-operation. Each Franchisee shall (and shall cause its Affiliates to) take all steps reasonably requested by Franchisor to give effect to Franchisor’s Ad Fund Decision Rights, including by furnishing bank statements and vendor documentation and facilitating payments consistent with Franchisor’s approvals and directions.

8.2A.5 No Liabilityor Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary, the contracting party for any Marketing Services, Advertising Services or related services shall continue to be the relevant Franchisees and Franchisor shall have no liability or obligation to any third-party vendor, agency or counterparty in respect of such arrangements. The Ad Fund Decision Rights do not impose on Franchisor any express or implied fiduciary duty to any Franchisee or their Affiliates.

8.2A.5 Survival;Independence from A&R MDA. The rights and obligations set out in this Clause 8.2A are contractual rights under this Agreement, are independent of the A&R MDA, and shall continue in full force and effect notwithstanding any termination or expiration of the A&R MDA. For the avoidance of doubt, nothing in this Clause 8.2A limits Franchisor’s rights under Clause 11.8 of the A&R MDA to assume full administration of the Advertising Fund.

8.2A.6 Precedence. To the extent of any inconsistency between clause 8.2 and this clause 8.2A with respect to Franchisor’s ability to direct and approve Ad Fund expenditures, this clause 8.2A shall prevail.

(a)	A new Clause 8.2B is hereby inserted into each of the CFAs.

8.2B MarketingPersonnel During Ad Fund Control.

8.2B(a) Triggerand Duration. During any period in which (i) Franchisor administers the Advertising Fund pursuant to clause 11.8 of the A&R MDA, or (ii) Franchisor’s Ad Fund Decision Rights under clause 8.2A of this Agreement are in effect (each, an “Ad FundControl Period”), the provisions of this clause 8.2B shall apply.

8.2B(b) [****]

8.2B(c) Implementationand Co-operation. Franchisee shall take all steps reasonably requested by FRANCHISOR to give effect to this clause 8.2B, including ensuring that the Marketing Function executes all Advertising Fund related approvals and directions strictly in accordance with Franchisor’s written directions during the Ad Fund Control Period.

8.2B(d) No Employeror Counterparty Liability. Nothing in this clause 8.2B creates any employment, agency, partnership or joint venture between Franchisor and any personnel of Franchisee or its Affiliates. Franchisee shall remain the employer and contracting party of all such personnel and is solely responsible for their compensation, benefits, supervision and compliance with applicable Laws.

8.2B(e) Survival;Precedence. This clause 8.2B shall survive any termination or expiration of this Agreement. To the extent of any inconsistency between the rest of this Agreement and this clause 8.2B with respect to Franchisor’s ability to appoint or remove members of the Marketing Function, this Clause 8.2B shall prevail.

(b)	A new Clause 15.1(zz) is hereby inserted into each of the CFAs

“(zz) any failure to make the Advertising Contributions as required by this Agreement, any wilful and material misappropriation of the Advertising Fund, Advertising Contributions or any part thereof, any breach of clauses 8.2(g), 8.2A or 8.2B or any act or omission that has the effect of materially impairing, frustrating, delaying or preventing Franchisor’s exercise of rights under clauses 8.2(g), 8.2A or 8.2B.”

12.	Representations and Warranties.

Each Party represents and warrants to the other Parties that this Amendment has been duly executed by an authorized officer or director of such Party and constitutes a valid and binding obligation of such Party, enforceable against it in accordance with the terms hereof. No consent, approval, filing or authorization from any Authority is necessary or shall be obtained for the signature and performance by such Party of this Amendment. The Parties further represent and undertake to complete any and all corporate actions necessary to give effect to and reflect this Amendment.

13.	General Release

For and in consideration of THRI entering into this Amendment, and other good and valuable consideration received, the receipt of which is hereby acknowledged, each of Tims China, Master Franchisee and the Franchisees, on behalf of themselves and each of their respective Affiliates (individually and collectively, the “Master Franchisee Releasing Parties”), hereby remise, release, acquit, satisfy, and forever discharge THRI, its Affiliates and their respective officers, directors, agents, employees, subsidiaries, parent corporation, and all of their assignees (individually and together the “THRI Released Parties”), of and from all manner of action and actions, cause and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims, and demands whatsoever, in law or in equity, which Master Franchisee Releasing Parties ever had, now has, or which any successor or assign of Master Franchisee Releasing Parties hereafter can, shall, or may have under the Transaction Agreements, whether known or unknown, against the THRI Released Parties, or any of them, for, upon, or by reason of any matter, cause, or thing whatsoever, from the beginning of the world to the date of this Amendment.

14.	Effect of Amendment; Conflict.

All provisions of the Agreement and the CFAs not modified by this Amendment will remain in full force and effect. In the event of a conflict between the terms and conditions of this Amendment and the Agreement or the CFAs, the terms and conditions of this Amendment shall control.

15.	Miscellaneous

Clauses 24, 25, 26, 27, 28, 29.1 and 30, 32 and 34 of the Agreement shall apply to this Amendment mutatis mutandis, as if a reference to “this Agreement” were a reference to “this Amendment”. Any dispute or controversy arising under or in connection with this Amendment shall be resolved pursuant to Clause 29.4 of the Agreement as if it were a Dispute thereunder.

This Amendment is executed by the Parties as of the day and year set forth above.

SIGNED by
Authorized Director
For and on behalf of
Tim Hortons Restaurants International GmbH

SIGNED by
For and on behalf of
TH Hong Kong International Limited
SIGNED by
For and on behalf of
TH International Limited
SIGNED by
For and on behalf of
Tim Hortons (Shanghai) Food and Beverage Management Co. Ltd.
SIGNED by
For and on behalf of
Tim Hortons (China) Holdings Co. Ltd.
SIGNED by
For and on behalf of
Tim Hortons (Beijing) Food and Beverage Service Co., Ltd.
SIGNED by
For and on behalf of
Tims Coffee (Shenzen) Co., Ltd.
SIGNED by
For and on behalf of
Tim Hortons (Shenzhen) Good and Beverage Co. Ltd.

Exhibit 99.1

Tims China AnnouncesIssuance of Senior Secured Convertible Notes and

Amendment to existing Convertible Notes

SHANGHAI and NEW YORK, October 31, 2025 (GLOBE NEWSWIRE) -- TH International Limited (Nasdaq: THCH), the exclusive master franchisee of Tim Hortons restaurants in China (“Tims China” or the “Company”), today announced that it has entered into a definitive agreement for the issuance of Senior Secured Convertible Notes. Additionally, THCH announced amendments to its existing 2024 unsecured convertible notes.

Transaction Overview

Tims China has entered into agreements providing for the issuance of senior secured convertible notes due September 2029 (“New Secured Notes”) in an aggregate principal amount of approximately US$89.9 million. The Company will use part of the proceeds from the issuance of the New Secured Notes for the repurchase of all outstanding amount due under its variable rate convertible senior notes due 2026.

The New Secured Notes will be convertible directly into newly issued ordinary shares of Tims China at a price equal to 110% of the five-day volume-weighted average share price (“VWAP”) prior to signing. The New Secured Notes are secured by a pledge of 100% of the shares of TH Hong Kong International Limited and an all-asset debenture of Tims China.

Concurrently, Tim Hortons Restaurants International GmbH (“THRI”) and Cartesian Capital Group have agreed to extend the maturity of their 2024 unsecured convertible notes from June 2027 to September 2029, with the conversion price reset to align with the New Secured Notes.

The transaction has been approved by the board of directors of the Company and is expected to close in the fourth quarter of 2025, subject to customary closing conditions, including required regulatory approvals in China.

Additional Information

Further details of these transactions will be provided in a Form 6-K to be filed with the U.S. Securities and Exchange Commission (SEC) and available on the SEC’s website by October 31, 2025.

FORWARD-LOOKING STATEMENTS

Certain statements in this earnings release may be considered forward-looking statements within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995, such as the Company’s ability to further grow its business and store network, optimize its cost structure, improve its operational efficiency, and achieve profitable growth. Forward-looking statements are statements that are not historical facts and generally relate to future events or the Company’s future financial or other performance metrics. In some cases, you can identify forward-looking statements by terminology such as “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “target,” “plan,” “expect,” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ materially from those expressed or implied by such forward looking statements. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company and its management, as the case may be, are inherently uncertain and subject to material change. Factors that may cause actual results to differ materially from current expectations include various factors beyond management’s control, including, but not limited to, general economic conditions and other risks, uncertainties and factors set forth in the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” in the Company’s Annual Report on Form 20-F, and other filings it makes with the Securities and Exchange Commission. Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this communication, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein. Except as required by law, the Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions, or circumstances on which any statement is based.

ABOUT TH INTERNATIONAL LIMITED

TH International Limited (Nasdaq: THCH) (“Tims China”) is the parent company of the exclusive master franchisees of Tim Hortons restaurants in mainland China, Hong Kong and Macau. Tims China was founded by Cartesian Capital Group and Tim Hortons Restaurants International GmbH, a subsidiary of Restaurant Brands International Inc. (TSX: QSR) (NYSE: QSR).

The Company’s philosophy is rooted in world-class execution and data-driven decision making and centered around true local relevance, continuous innovation, genuine community, and absolute convenience. For more information, please visit https://www.timschina.com.

INVESTOR AND MEDIA CONTACTS

Investor Relations

Gemma Bakx

IR@timschina.com, or gemma.bakx@cartesiangroup.com

Public and Media Relations

Patty Yu

Patty.Yu@timschina.com