INDEMNITY AGREEMENTIndemnification Agreement • March 1st, 2021 • USHG Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 24, 2021, by and between USHG Acquisition Corp., a Delaware corporation (the “Company”), and Walter E. Robb (the “Indemnitee”).
USHG Acquisition Corp. New York, NY 10003Securities Subscription Agreement • February 5th, 2021 • USHG Acquisition Corp. • Blank checks • New York
This agreement (the “Agreement”) is entered into on December 29, 2020 by and between USHG Investments, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and USHG Acquisition Corp., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 6,934,500 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 904,500 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company’s and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • March 1st, 2021 • USHG Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 24, 2021, by and between USHG Acquisition Corp., a Delaware corporation (the “Company”), and Randy Garutti (the “Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 1st, 2021 • USHG Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 24, 2021, is made and entered into by and among USHG Acquisition Corp., a Delaware corporation (the “Company”), USHG Investments, LLC, a Delaware limited liability company (the “Sponsor”), Share Our Strength, a 501(c)(3) nonprofit organization (“Share Our Strength”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.02 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 1st, 2021 • USHG Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 24, 2021 by and between USHG Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 1st, 2021 • USHG Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 24, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between USHG Acquisition Corp., a Delaware corporation (the “Company”), and USHG Investments, LLC, a Delaware limited partnership (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • March 1st, 2021 • USHG Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 24, 2021, is by and between USHG Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
USHG Acquisition Corp. 28,750,000 Units Underwriting AgreementUnderwriting Agreement • March 1st, 2021 • USHG Acquisition Corp. • Blank checks • New York
USHG Acquisition Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom Goldman Sachs & Co. LLC and Piper Sandler & Co. (the “Representatives” or “you”) are acting as representatives, an aggregate of 25,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 3,750,000 additional units, if any (the “Optional Units,” the Optional Units, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Units”). To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires.
USHG Acquisition Corp. 17th Floor New York, NY 10003 Goldman Sachs & Co. LLC New York, New York 10282-2198 Piper Sandler & Co. New York, New York 10154 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • March 1st, 2021 • USHG Acquisition Corp. • Blank checks • New York
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between USHG Acquisition Corp., a Delaware corporation (the “Company”), and Goldman Sachs & Co. LLC and Piper Sandler & Co, as representatives (the “Representatives”) of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one redeemable warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 11 hereof.
USHG Acquisition Corp. New York, NY 10003Securities Subscription Agreement • February 5th, 2021 • USHG Acquisition Corp. • Blank checks
THIS AMENDMENT NO. 1 TO SECURITIES SUBSCRIPTION AGREEMENT (this “Amendment”) to that certain Securities Subscription Agreement, dated as of December 29, 2020 (the “Securities Subscription Agreement”), by and between USHG Investments, LLC, a Delaware limited liability company (the “Subscriber”), and USHG Acquisition Corp., a Delaware corporation (the “Company”), is made as of January 6, 2021 by and among the Subscriber and the Company. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Securities Subscription Agreement, as amended by this Amendment.
USHG Acquisition Corp.Office Space and Administrative Services Agreement • March 1st, 2021 • USHG Acquisition Corp. • Blank checks • New York
This letter agreement will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement on Form S-1 (the “Registration Statement”) relating to the initial public offering (the “IPO”) of securities of USHG Acquisition Corp. (the “Company”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Union Square Hospitality Group, LLC (“USHG”) shall make available, or cause to be made available, to the Company certain office space, secretarial and administrative services as may be reasonably required by the Company from time to time at 853 Broadway, 17th Floor, New York, NY 10003 (or any successor location). In exchange therefor, the Company shall pay USHG a sum of $10,000 within two business days of the Effective Date and once per month
PANERA BRANDS, INC. COMMON STOCK SUBSCRIPTION AGREEMENT November 8, 2021Common Stock Subscription Agreement • November 9th, 2021 • USHG Acquisition Corp. • Blank checks • Delaware
THIS COMMON STOCK SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of November 8, 2021, by and between Panera Brands, Inc., a Delaware corporation (the “Company”), USHG Acquisition Corp., a Delaware corporation (“SPAC”), and JAB Holdings B.V., a private limited liability company incorporated under the laws of the Netherlands (the “Investor”). Capitalized terms used but not defined herein shall have the meaning set forth in the Investment Agreement and Plan of Merger, dated as of November 8, 2021 (the “Investment Agreement”), by and among the Company, Rye Merger Sub, Inc., a Delaware corporation, and SPAC.
November 8, 2021 Panera Brands, Inc. St. Louis, Missouri 63127 USHG Acquisition Corp. New York, New York 10010 Re: Sponsor Letter Agreement Ladies and Gentlemen:Sponsor Letter Agreement • November 9th, 2021 • USHG Acquisition Corp. • Blank checks • New York
This letter agreement (“Sponsor Letter Agreement”) is being delivered to you in accordance with that certain Investment Agreement and Plan of Merger (the “Merger Agreement”), dated the date hereof, by and among USHG Acquisition Corp., a Delaware corporation (“SPAC”), Panera Brands, Inc., a Delaware corporation (the “Company”), and Rye Merger Sub Inc., a Delaware corporation (“Merger Sub”), pursuant to which Merger Sub will merge with and into SPAC (“Merger”), with SPAC surviving the Merger as a wholly owned subsidiary of the Company. In order to induce the Company and SPAC to enter into the Merger Agreement and proceed with the Merger, and in recognition of the benefit that the Merger will confer on the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, USHG Investments, LLC, a Delaware limited liability company (the “Sponsor”), and Share Our Strength, a 501(c)(3) nonprofit organization (together with Sponsor, the “
INVESTMENT AGREEMENT AND PLAN OF MERGER BY AND AMONG USHG ACQUISITION CORP., RYE MERGER SUB INC., AND PANERA BRANDS, INC. DATED AS OF NOVEMBER 8, 2021Investment Agreement • November 9th, 2021 • USHG Acquisition Corp. • Blank checks • Delaware
This INVESTMENT AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 8, 2021, is entered into by and among USHG Acquisition Corp., a Delaware corporation (“SPAC”), Rye Merger Sub Inc., a Delaware corporation (“Merger Sub”), and Panera Brands, Inc., a Delaware corporation (the “Company”). SPAC, Merger Sub and the Company shall be referred to herein from time to time collectively as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 30th, 2022 • USHG Acquisition Corp. • Blank checks • New York
THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment Agreement”), dated as of December 27, 2022, is made by and between USHG Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Trustee”), and amends that certain Investment Management Trust Company, effective as of February 24, 2021 (the “Trust Agreement”), by and between the Company and the Trustee. Capitalized terms used but not defined in this Amendment Agreement have the meanings assigned to such terms in the Trust Agreement.
PANERA BRANDS, INC. COMMON STOCK SUBSCRIPTION AGREEMENT November 8, 2021Common Stock Subscription Agreement • November 9th, 2021 • USHG Acquisition Corp. • Blank checks • Delaware
THIS COMMON STOCK SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of November 8, 2021, by and between Panera Brands, Inc., a Delaware corporation (the “Company”), and Daniel H. Meyer (the “Investor”).
USHG Acquisition Corp. 17th Floor New York, NY 10003 Goldman Sachs & Co. LLC New York, New York 10282-2198 Piper Sandler & Co. New York, New York 10154 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • March 1st, 2021 • USHG Acquisition Corp. • Blank checks • New York
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between USHG Acquisition Corp., a Delaware corporation (the “Company”), and Goldman Sachs & Co. LLC and Piper Sandler & Co, as representatives (the “Representatives”) of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one redeemable warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 11 hereof.
USHG Acquisition Corp. 17th Floor New York, NY 10003 Goldman Sachs & Co. LLC New York, New York 10282-2198 Piper Sandler & Co. New York, New York 10154 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • February 12th, 2021 • USHG Acquisition Corp. • Blank checks • New York
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between USHG Acquisition Corp., a Delaware corporation (the “Company”), and Goldman Sachs & Co. LLC and Piper Sandler & Co, as representatives (the “Representatives”) of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one redeemable warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 11 hereof.
