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: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 and Plan of Merger • 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.
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”).
