Voting Agreement (April 5th, 2017)
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).
In the Circuit Court of St. Louis County, Missouri (March 3rd, 2011)
This notice has been provided to you, pursuant to an Order of the Circuit Court of St. Louis County, Missouri (the Court). The purpose of the notice is to advise you of the proposed Settlement,1 as set forth in a Stipulation and Agreement of Settlement dated February 21, 2011 (the Stipulation), of the shareholder derivative action filed on behalf of Panera pending before the Court and of the Settlement Hearing. The Settlement will fully resolve the Derivative Action on the terms set forth in the Stipulation and summarized in this notice, including the dismissal of the Derivative Action with prejudice. The Stipulation may be inspected at the office of the Clerk of the Circuit Court of St. Louis County, Missouri located at 7900 Carondelet Avenue, Clayton, Missouri 63105, for a more detailed statement of the matters involved in the Derivative Action, the Settlement, and the terms discussed in this notice. The Stipulation is also available for viewing on the websites of Panera at http://ww