RESTAURANT BRANDS INTERNATIONAL INC. Common Shares Underwriting AgreementUnderwriting Agreement • August 18th, 2023 • Restaurant Brands International Inc. • 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 BofA Securities, Inc. (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 of up to 7,136,149 Common Shares (as defined herein) as set forth on Schedule 1 hereto (the “Offered Shares”). In connection therewith, the Forward Purchaser or an affiliate thereof will borrow 4,136,156 Common Shares from third parties (such Common Shares to be borrowed by the Forward Purchaser and sold by the Forward
