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
Contract Type FiledNovember 9th, 2021 Company Industry JurisdictionThis 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.