On December 28, 2023, 1011778 B.C. Unlimited Liability Company, an unlimited liability company organized under the laws of British Columbia (the ?Parent Borrower?), 1013421 B.C. unlimited Liability Company (?Existing Holdings?), Restaurant Brands International Limited Partnership, a limited partnership organized under the laws of British Columbia (?New Holdings?) and 1013414 B.C. Unlimited Liability Company, an unlimited liability company organized under the laws of British Columbia (?Intermediate Holdings?) each a subsidiary of Restaurant Brands International Inc., a corporation organized under the laws of Canada (the ?Company?), entered into Amendment No. 8 (the ?Eighth Amendment?) to the Credit Agreement, dated as of October 27, 2014, as previously amended, (as amended, the ?Credit Agreement?), by and among Borrowers, and New Red Finance Inc., a Delaware corporation and a direct wholly owned subsidiary of the Parent Borrower (the ?New Red? and, together with the Parent Borrower, the ?Borrowers?), as Borrowers, Existing Holdings, as holdings, the guarantors party thereto, the lenders party thereto (the ?Lenders?) and JPMorgan Chase Bank, N.A., as administrative agent.

The Eighth Amendment (1) joins New Holdings and Intermediate Holdings as Parent Guarantors under the Credit Agreement, (2) applies the negative covenants under Article VII of the Credit Agreement to New Holdings and its Restricted Subsidiaries (as defined in the Credit Agreement), and (3) makes certain other changes as set forth therein.