Panera Brands, Inc. entered into investment agreement and plan of merger to acquire USHG Acquisition Corp. (NYSE:HUGS) in a reverse merger transaction on November 8, 2021. As a result of the merger, each issued and outstanding share of HUGS's Class A and Class B common stock will be exchanged for a number of shares of Panera Brands' common stock at an exchange ratio of $10 divided by the public offering price per share in the Panera Brands IPO. Each issued and outstanding warrant of HUGS will be assumed by Panera Brands and will become a warrant with respect to Panera Brands common stock, with the number of shares of Panera Brands common stock underlying each warrant adjusted based on the public offering price per share in the Panera Brands IPO in accordance with the terms of the Transaction. HUGS will become a wholly owned subsidiary of Panera Brands and Panera Brands will succeed to all of the cash of HUGS, net of closing costs and HUGS shareholder redemptions. Panera shall pay HUGS a termination fee. If the Investment Agreement is terminated following the date of signing but prior to January 22, 2022, the termination fee will equal $10 million; if the Investment Agreement is terminated on or after January 22, 2022 but before April 8, 2022, the termination fee will equal $20 million; and if the Investment Agreement is terminated on April 8, 2022 or thereafter, the termination fee will equal $30 million. Daniel H. Meyer being appointed as lead independent director of the Board of Directors of Panera.

The transaction is subject to certain closing conditions, including, but not limited to, regulatory approval, the approval of HUGS stockholders, the Registration Statement becoming effective, after giving effect to the transactions, HUGS having at least $5,000,001 of net tangible assets, the effective resignations of certain directors and executive officers of HUGS, the approval by the Listing Exchange of Panera's listing application in connection with the Merger and the completion of the Panera IPO. The transaction has been approved by HUGS and Panera's Board of Directors.

J.P. Morgan is acting as financial advisor to Panera Brands on the transaction and Paul T. Schnell and Sean C. Doyle of Skadden, Arps, State, Meagher & Flom LLP is acting as legal advisor. McDermott, Will & Emory LLP acted as the legal advisor to Panera Brands. Piper Sandler & Co. is acting as financial advisor to HUGS on the transaction and Ryan Maierson, Greg Rodgers, Howard Sobel, David Raab, Adam Kestenbaum, Joseph Simei, Joel Mack, Joshua Marnitz, Michelle Gross and Robert Frances of Latham & Watkins LLP is acting as legal advisor.