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governmental entity prohibiting or seeking to prohibit the Merger or the other transactions contemplated by the Merger Agreement, (b) the accuracy of each partys representations and
warranties (subject to customary materiality qualifiers), (c) each partys performance of its obligations and covenants contained in the Merger Agreement and (d) as a condition to Rye Parents obligation to close the merger, the
absence of any Material Adverse Effect (as defined in the Merger Agreement) on PNRA.
The Merger Agreement also contains customary
representations, warranties and covenants of PNRA, JAB Holdings, Rye Parent, and Merger Sub. PNRA has also made certain covenants in the Merger Agreement, including covenants regarding the operation of the business of PNRA and its subsidiaries prior
to the Effective Time of the Merger. PNRA has also agreed to a customary non-solicitation covenant in the Merger Agreement prohibiting PNRA from (a) soliciting, providing
non-public information or engaging or participating in any discussions or negotiations concerning proposals relating to alternative business combination transactions, or (b) entering into an acquisition
agreement in connection with such an alternative business combination transaction, in each case, except as permitted under the Merger Agreement (including a customary exception for PNRAs board of directors to consider certain unsolicited
proposals relating to alternative business combination transactions received prior to the adoption of the Merger Agreement by PNRAs stockholders, but subject to Rye Parents right to match, or otherwise propose amendments to its
transaction in response to, any such acquisition proposal during a specified notice period).
The Merger Agreement may be terminated by
each of PNRA and Rye Parent under certain circumstances, including if the Merger is not consummated by October 4, 2017 (provided that no party may terminate the Merger Agreement if such partys breach primarily contributed to the failure
of a condition to consummate the Merger by such date). The Merger Agreement also provides for certain other customary termination rights for PNRA and Rye Parent, and further provides that a termination fee in the amount of $215 million will be
payable by PNRA to Rye Parent in connection with the termination of the Merger Agreement under certain specified circumstances, including if PNRA terminates the Merger Agreement in order to accept a superior proposal for an alternative business
combination transaction and enters into an acquisition agreement related to such superior proposal.
The representations, warranties and
covenants of each of PNRA, JAB Holdings, Rye Parent, and Merger Sub contained in the Merger Agreement have been made solely for the benefit of the parties to the Merger Agreement. In addition, such representations, warranties and covenants
(i) have been made only for purposes of the Merger Agreement, (ii) have been qualified by confidential disclosures made by the parties in connection with the Merger Agreement, (iii) are subject to materiality qualifications contained
in the Merger Agreement which may differ from what may be viewed as material by investors, (iv) were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement and (v) have been included in
the Merger Agreement for the purpose of allocating risk between the contracting parties rather than establishing matters as facts. The Merger Agreement has been included only to provide investors with information regarding the terms of the Merger
Agreement, and not to provide investors with any other factual information regarding the parties or their respective businesses. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as
characterizations of the actual state of facts or condition of the parties or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger
Agreement, which subsequent information may or may not be fully reflected in the public disclosures by the parties or their subsidiaries. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other
information regarding the parties that is or will be contained in, or incorporated by reference into, the Forms 10-K, Forms 10-Q and other documents that the
parties file with the Securities and Exchange Commission.
Voting Agreement
On April 4, 2017, Ronald M. Shaich, PNRAs Founder, Chairman and Chief Executive Officer, and certain stockholders of PNRA affiliated
with Mr. Shaich (including entities for which Domenic Colasacco, a director of PNRA, serves as a trustee or manager) (collectively with Mr. Shaich, the Shaich Holders), entered into a voting agreement with Rye Parent and Merger
Sub (the Voting Agreement) pursuant to which the Shaich Holders have agreed to, among other things, vote in favor of the adoption of the Merger Agreement and the transactions contemplated by the Merger Agreement at any meeting of the
stockholders of PNRA prior to the termination of the Voting Agreement, subject to
