Fee and Indemnification Agreement among TPG GenPar III, L.P., Bain Capital Partners, LLC, Goldman Sachs Entities, and Burger King Acquisition Corp.

     4. Transaction Fee. The Company, or any successor thereto, shall pay to the Sponsor Entities or their respective designees a fee (the “Transaction Fee”) equal to 1% of the transaction value of any financing, acquisition or disposition transaction involving the Company, its parent, and of its subsidiaries or any successors thereto; provided that the Sponsor Entities shall become entitled to receive such Transaction Fee only if and to the extent such payment is permitted under the Financing Documents. Each payment of the Transaction Fee shall be divided among the Sponsor Entities in three (3) equal amounts; provided that, to the extent any Co-Investor transfers a portion of its membership interest in Holdings (other than to any of its affiliates), the relative amounts of the Transaction Fee each Sponsor Entity shall be entitled to receive shall be readjusted among the Sponsor Entities to reflect the amount by which such Membership Interest has been reduced.

     5. Deferral. Any Monitoring Fees or Transaction Fees that would have been payable to the Sponsor Entities pursuant to paragraphs 3 and 4 above absent the restrictions in the Financing Documents (the “Deferred Fees”) shall accrue upon the immediately succeeding period in which such amounts could, consistent with the Financing Documents, be paid, and shall be paid in such succeeding period (in addition to such other amounts that would otherwise be payable at such time) to the Sponsor Entities in three (3) equal amounts; provided that, to the extent any Co-Investor transfers a portion of its membership interest in Holdings (other than to any of its affiliates), the relative amounts of such Deferred Fees each Sponsor Entity shall be entitled to receive shall be readjusted among the Sponsor Entities to reflect the amount by which such Membership Interest has been reduced.

     6. Indemnity. The Company (and any successor thereto) agrees to indemnify and hold harmless each Sponsor Entity and each Co-Investor, each member thereof, each limited or general partner or shareholder or member of each such member, each limited or general partner or shareholder or member of each such limited or general partner or shareholder or member, each of the affiliates thereof and each of the directors, officers, employees, agents, fiduciaries and other representatives of each of the foregoing (collectively, the “Indemnified Parties”), to the fullest extent permitted by law, from and against any and all losses, penalties, judgments, suits, costs, claims, liabilities, damages and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) (collectively, “Losses”), incurred by, imposed upon or asserted against any of the Indemnified Patties as a result of relating to or arising out of, any litigation, claims, suits or proceedings to which such Indemnified Party is made a party (other than as a plaintiff) or any penalties, costs, claims, liabilities, damages or expenses suffered by such Indemnified Party, in each ease arising from or relating to this letter agreement or the investment by any Co-Investor in any securities of the Company (and any successor thereto) or Holdings or any related transactions or the operations of Holdings or the Company (and any successor or any of their

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