VOTING TRUST AGREEMENT THIS AGREEMENT made as of the — day of —, —,Voting Trust Agreement • September 16th, 2014 • New Red Canada Partnership • Ontario
WHEREAS in connection with an arrangement agreement and plan of merger (the “Arrangement Agreement”) dated as of August 26, 2014 among Burger King Worldwide, Inc., Holdings, the Partnership, Blue Merger Sub, Inc., 8997900 Canada Inc. and Tim Hortons Inc., the Partnership agreed to issue exchangeable units (the “Exchangeable Units”) to the holders of shares of Burger King Worldwide, Inc. pursuant to the merger between Burger King Worldwide, Inc. and Blue Merger Sub, Inc. contemplated in the Arrangement Agreement;
VOTING AGREEMENTVoting Agreement • September 16th, 2014 • New Red Canada Partnership • Delaware
This Voting Agreement (this “Agreement”) is made and entered into as of August 26, 2014, by and among Tim Hortons Inc., a corporation organized under the laws of Canada (the “Company”) and the persons whose names appear on the signature pages hereto (each a “Stockholder” and, together, the “Stockholders”).
LOCK-UP AGREEMENT THIS AGREEMENT made the day of , 2014,Lock-Up Agreement • September 16th, 2014 • New Red Canada Partnership • Ontario
WHEREAS the Shareholder is the beneficial owner of common shares (the “Company Common Shares”) in the capital of Tim Hortons Inc. (the “Company”), as described more particularly on Schedule A hereto (together with any additional Company Common Shares acquired after the date hereof, the “Subject Shares”);
