VOTING AGREEMENTVoting Agreement • April 5th, 2017 • Panera Bread Co • Retail-eating places • Delaware
VOTING AGREEMENT (this “Agreement”), dated as of April 4, 2017, is by and among Rye Parent Corp., a Delaware corporation (“Parent”), Rye Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned Subsidiary of Parent (“Merger Sub”), Ronald M. Shaich (“Shaich”), Ronald M. Shaich 2016 Qualified Annuity Trust (“Shaich 2016 QAT”), Ronald M. Shaich 2015 Qualified Annuity Trust (“Shaich 2015 QAT”), Ronald M. Shaich Qualified Annuity Interest Trust (“Shaich QAIT”), SGC Trust LLC (“SGC”), Ronald M. Shaich 2016 Qualified Annuity Trust #2 (“Shaich 2016 QAT #2”), and Shaich Education Trust (“Shaich Education Trust”; Shaich, Shaich 2016 QAT, Shaich 2015 QAT, Shaich QAIT, SGC, Shaich 2016 QAT #2 and Shaich Education Trust, each being a “Stockholder” and collectively, the “Stockholders”).
