AGREEMENT AND PLAN OF MERGER by and among RESTAURANT BRANDS INTERNATIONAL INC., ORANGE, INC., RESTAURANT BRANDS HOLDINGS CORPORATION (solely for purposes of Section 9.03) and POPEYES LOUISIANA KITCHEN, INC. dated as of February 21, 2017Agreement and Plan of Merger • February 22nd, 2017 • Popeyes Louisiana Kitchen, Inc. • Retail-eating places • Minnesota
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of February 21, 2017, is entered into by and among RESTAURANT BRANDS INTERNATIONAL INC., a corporation existing under the laws of Canada (“Parent”); solely for purposes of Section 9.03, RESTAURANT BRANDS HOLDINGS CORPORATION, a corporation existing under the laws of the Province of Ontario and an indirect Subsidiary of Parent (“Intermediate Parent”); ORANGE, INC., a Minnesota corporation and an indirect Subsidiary of Parent (“Sub”); and POPEYES LOUISIANA KITCHEN, INC., a Minnesota corporation (the “Company”). Each of Parent, Sub and the Company are referred to herein as a “Party” and together as “Parties.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Article X.
