RESTAURANT BRANDS INTERNATIONAL INC. Common Shares Underwriting AgreementUnderwriting Agreement • September 5th, 2019 • Restaurant Brands International Limited Partnership • Retail-eating places • New York
The shareholder named in Schedule 2 hereto (the “Selling Shareholder”) of Restaurant Brands International Inc., a corporation organized under the laws of Canada (the “Company”), and Morgan Stanley & Co. LLC (the “Lead Underwriter”), in its capacity as agent for the Forward Purchaser (as defined below) (the “Forward Seller”), at the request of the Selling Shareholder in connection with the Forward Sale Agreement (as defined below), confirm their respective agreements with the Forward Purchaser and the underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”) with respect to the sale by the Forward Seller and the purchase by the Underwriters of an aggregate number of Common Shares (as defined herein) set forth on Schedule 1 hereto that the Forward Purchaser or an affiliate thereof will borrow from third parties (such Common Shares to be borrowed and sold by the Forward Seller, the “Offered Shares”). The common shares in the capital of the Company are referred to herein
