Exhibit 10.16


 


EXECUTION VERSION


  


AMENDMENT NO. 1 TO
ORDINARY SHARE PURCHASE AGREEMENT


 


This Amendment No. 1 (this “Amendment”)
to the Ordinary Share Purchase Agreement, dated March 11, 2022, by and between TH International Limited (the “Company”)
and CF Principal Investments LLC (the “Investor”) (the “Original Agreement”) is entered
into as of November 9, 2022, by and between the Company and the Investor. All capitalized terms not defined herein shall have the meanings
ascribed to them in the Original Agreement. The parties, intending to be legally bound, hereby amend the Original Agreement as follows:


 


		1.	Section
                                            6.15 of the Original Agreement is hereby amended and restated in its entirety as follows:



 


“Delivery of Bring-Down
Opinions and Compliance Certificates Upon Occurrence of Certain Events. Within three (3) Trading Days immediately following each time
the Company files or furnishes, as applicable (i) an Annual Report on Form 20-F under the Exchange Act (including any Form 20-F/A containing
amended financial information or a material amendment to the previously filed Form 20-F); (ii) interim financial information on Form
6-K under the Exchange Act; (iii) a report on Form 6-K containing amended financial information under the Exchange Act; or (iv) any New
Registration Statement, or any supplement or post-effective amendment to the Initial Registration Statement or any New Registration Statement,
and in any case, not more than once per calendar quarter, the Company shall (a) deliver to the Investor a compliance certificate substantially
in the form attached hereto as Exhibit C (a “Compliance Certificate”), dated as of such date, (b) cause to be furnished to
the Investor (1) opinions from U.S., Cayman Islands and Chinese outside counsel to the Company and (2) a negative assurance letter from
U.S. outside counsel to the Company, in each case in form and substance reasonably satisfactory to the Investor (each such document,
a “Bring-Down Opinion”) and (c) cause to be furnished to the Investor a comfort letter or letters from the independent registered
public accounting firm or firms (in the case of a post-effective amendment, only if such amendment contains amended or new financial
information) whose reports are included or incorporated by reference therein, modified, as necessary, to address such new financial information
or relate to such Registration Statement or post-effective amendment, or the Prospectus contained therein as then amended or supplemented
by such Prospectus Supplement, as applicable, and in form and substance satisfactory to the Investor in its good faith judgment (each,
a “Bring-Down Comfort Letter”).”


 


		2.	A
                                            new Section 7.2(xx) to the Original Agreement is hereby added as follows:



 


“Completion
of Due Diligence. The Investor shall have completed a due diligence review of the Company satisfactory to the Investor.”


 


		3.	Section
                                            7.3(i) of the Original Agreement is hereby amended and restated in its entirety as follows:



 


“Each of the conditions
set forth in subsections (i), (ii), (iii), (viii) through (xv), (xviii), (xix) and (xx) set forth in Section 7.2 shall be satisfied at
the applicable VWAP Purchase Condition Satisfaction Time after the Commencement Date (with the terms “Commencement” and “Commencement
Date” in the conditions set forth in subsections (i) through (iii) of Section 7.2 replaced with “applicable VWAP Purchase
Condition Satisfaction Time”); provided, however, that the Company shall not be required to deliver the Compliance
Certificate after the Commencement Date, except as provided in Section 6.15 and Section 7.3(x).”


 


		4.	Section
                                            10.4 of the Original Agreement is hereby amended and restated in its entirety as follows:



 


“Notices.
Any notice, demand, request, waiver or other communication required or permitted to be given hereunder shall be in writing and shall
be effective (a) upon hand delivery or electronic mail delivery at the address designated below (if delivered on a business day during
normal business hours where such notice is to be received), or the first (1st) business day following such delivery (if delivered other
than on a business day during normal business hours where such notice is to be received) or (b) on the second (2nd) business day following
the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever
shall first occur. The address for such communications shall be:


 






    


     


    

 


If to
the Company:


 


TH International
Limited 


c/o Cartesian
Capital Group LLC


505 5th
Avenue, 15th Floor


Attention:
Peter Yu; Gregory Armstrong 


Email:
peter.yu@cartesiangroup.com; gregory.armstrong@cartesiangroup.com


 


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


Kirkland
 & Ellis


29th
Floor, China World Office 2, No. 1 Jian Guo Men Wai Avenue


Beijing
100004, P.R. China


Attention:
Steve Lin


Email:
steve.lin@kirkland.com


 


If to
the Investor:


 


CF Principal
Investments LLC


499 Park
Avenue 


New York,
NY 10022


Attention:
COO 


Email:
CFPINotices@cantor.com


 


and:


 


CF Principal
Investments LLC


499 Park
Avenue


New York,
NY 10022


Attention: General Counsel


Facsimile:
(212) 829-4708


Email:
#legal-IBD@cantor.com


 


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


 


Covington
 & Burling LLP


The New
York Times Building


620 Eighth
Avenue 


New York,
NY 10018


Email:
mgehl@cov.com


Attention:
Matthew T. Gehl


 


Either
party hereto may from time to time change its address for notices by giving at least five (5) days’ advance written notice of such
changed address to the other party hereto.”


 


		5.	Section 10.10
                                            of the Original Agreement is hereby amended and restated in its entirety as follows:






 


“Third
Party Beneficiaries. Except (i) for CF&CO and any Qualified Independent Underwriter as beneficiary to Sections 6.15 and 7.2(iii),
(xvi) and (xvii) and (ii) as expressly provided in Article IX, this Agreement is intended only for the benefit of the parties hereto
and their respective successors, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.”


 






    


     


    

 


		6.	The
                                            defined term “Commitment Shares” in Annex I to the Original Agreement
                                            is hereby amended and restated in its entirety as follows:



 


““Commitment
Shares” means a number of duly authorized, validly issued, fully paid and non-assessable Ordinary Shares equal to the quotient
obtained by dividing (i) $3,000,000 and (ii) the Closing Sale Price of the Ordinary Shares on the Commitment Shares Determination Date.


 


		7.	The
                                            defined term “Threshold Price” in Annex I to the Original Agreement
                                            is hereby amended and restated in its entirety as follows:



 


““Threshold
Price” means with respect to any particular VWAP Purchase Notice, the Sale Price on the VWAP Purchase Date equal to the
greater of (i) $1.00; (ii) 90% of the Closing Sale Price on the Trading Day immediately preceding the VWAP Purchase Date or (iii) such
higher price as set forth by the Company in the VWAP Purchase Notice.”


 


		8.	The
                                            defined term “VWAP” in Annex I to the Original Agreement is hereby
                                            amended and restated in its entirety as follows:



 


““VWAP”
means, for the Ordinary Shares for a specified period, the dollar volume-weighted average price for the Ordinary Shares on the Principal
Market, for such period, as reported by Bloomberg through its “AQR” function (excluding, for the avoidance of doubt, the
opening and closing print of each VWAP Purchase Date). All such determinations shall be appropriately adjusted for any share dividend,
share split, share combination, recapitalization or other similar transaction during such period.”


 


		9.	The
                                            defined term “VWAP Purchase Commencement Time” in Annex I to the
                                            Original Agreement is hereby amended and restated in its entirety as follows:



 


““VWAP
Purchase Commencement Time” means, with respect to a VWAP Purchase made pursuant to Section 3.1, 9:30:01 a.m., New York
City time, on the applicable VWAP Purchase Date, or one (1) second after such later time on such VWAP Purchase Date publicly announced
by the Principal Market as the official open (or commencement) of trading (regular way) on the Principal Market on such VWAP Purchase
Date; provided, however, that if a VWAP Purchase Notice is delivered after 9:00 a.m., New York City time, on a VWAP Purchase Date, then
the VWAP Purchase Commencement Time shall start only upon receipt by the Company of written confirmation (which may be by email) of acceptance
by the Investor, and which confirmation shall specify the VWAP Purchase Commencement Time.”


 


		10.	The
                                            defined term “VWAP Purchase Termination Time” in Annex I to the
                                            Original Agreement is hereby amended and restated in its entirety as follows:



 


““VWAP
Purchase Termination Time” means, with respect to a VWAP Purchase made pursuant to Section 3.1, 3:59:58 p.m., New York
City time, on the applicable VWAP Purchase Date, or two seconds prior to such earlier time publicly announced by the Principal Market
as the official close of trading (regular way) on the Principal Market on such applicable VWAP Purchase Date.


 


		11.	All
references in the Original Agreement to the “Agreement” shall mean the Original Agreement as amended by this Amendment and
the Amendment shall constitute a Transaction Document;






 


                                            provided, however, that all references to “date of this Agreement”
                                            in the Original Agreement shall continue to refer to the date of the Original Agreement.


 






    


     


    

 


		12.	Except
                                            as amended hereby, the Original Agreement as now in effect is ratified and confirmed hereby
                                            in all respects, and this Amendment shall not by implication or otherwise limit, impair,
                                            constitute a waiver of, or otherwise affect the Original Agreement.



 


		13.	This Amendment
                                            shall be governed by and construed in accordance with the internal procedural and substantive
                                            laws of the State of New York, without giving effect to the choice of law provisions of such
                                            state that would cause the application of the laws of any other jurisdiction.



 


		14.	Each
                                            of the Company and the Investor (a) hereby irrevocably submits to the jurisdiction of the
                                            U.S. District Court and other courts of the United States sitting in the State of New York
                                            for the purposes of any suit, action or proceeding arising out of or relating to this Amendment,
                                            and (b) hereby waives, and agrees not to assert in any such suit, action or proceeding, any
                                            claim that it is not personally subject to the jurisdiction of such court, that the suit,
                                            action or proceeding is brought in an inconvenient forum or that the venue of the suit, action
                                            or proceeding is improper. Each of the Company and the Investor consents to process being
                                            served in any such suit, action or proceeding by mailing a copy thereof to such party at
                                            the address in effect for notices to it under the Original Agreement and agrees that such
                                            service shall constitute good and sufficient service of process and notice thereof. Nothing
                                            in this Section 14 shall affect or limit any right to serve process in any other manner permitted
                                            by law.



 


		15.	This
                                            Amendment may be executed in two or more identical counterparts, all of which shall be considered
                                            one and the same agreement and shall become effective when counterparts have been signed
                                            by each party and delivered to the other party; provided that a facsimile signature
                                            or signature delivered by e-mail in a “.pdf” format data file, including any
                                            electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com,
                                            www.echosign.adobe.com, etc., shall be considered due execution and shall be binding upon
                                            the signatory thereto with the same force and effect as if the signature were an original
                                            signature.



 


		16.	In
                                            any publication of the Original Agreement, the text of any provision that has been added
                                            to the Original Agreement by this Amendment or amended and restated in this Amendment may
                                            supplement, or be substituted for, as applicable, the original text of the corresponding
                                            provision in the Original Agreement and incorporated in the Original Agreement as though
                                            it was originally set forth therein without publishing or reproducing the entirety of this
                                            Amendment.



 


[Signature page follows.]





 






    


     


    

 


IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed by their respective authorized officer as of the date first above written.


 


	 	CF PRINCIPAL INVESTMENTS LLC
	 	 
	 	By:	/s/ Mark Kaplan                             
	 	 	Name: Mark Kaplan
	 	 	Title: Chief Operating Officer







 


[Signature Page to Amendment
No. 1 To Ordinary Share Purchase Agreement]


 






    


     


    

 





	 	TH INTERNATIONAL LIMITED
	 	 
	 	By:	/s/ Paul
    Hong              
	 	 	Name:	Paul Hong
	 	 	Title:	Director


 


[Signature Page to Amendment
No. 1 To Ordinary Share Purchase Agreement]