historical fact are statements that could be deemed forward-looking statements. Forward-looking statements are typically identified by words such as believe, expect,
anticipate, intend, target, estimate, continue, positions, plan, predict, project, forecast, guidance,
goal, objective, prospects, possible or potential, by future conditional verbs such as assume, will, would, should, could or
may, or by variations of such words or by similar expressions or the negative thereof. Actual results may vary materially from those expressed or implied by forward-looking statements based on a number of factors, including, without
limitation: (1) risks related to the consummation of the merger, including the risks that (a) the merger may not be consummated within the anticipated time period, or at all, (b) the conditions to the consummation of the merger under
the Merger Agreement may not be satisfied, and (c) the significant limitations on remedies contained in the Merger Agreement may limit or entirely prevent Bojangles from specifically enforcing obligations of Parent under the Merger
Agreement or recovering damages for any breach by Parent; (2) the effects that any termination of the Merger Agreement may have on Bojangles or its business, including the risks that (a) Bojangles stock price may decline
significantly if the merger is not completed, (b) the Merger Agreement may be terminated in circumstances requiring Bojangles to pay Parent a termination fee, or (c) the circumstances of the termination, including the possible
imposition of a
12-month
tail period during which the termination fee could be payable upon certain subsequent transactions, may have a chilling effect on alternatives to the merger; (3) the effects that
the announcement or pendency of the merger may have on Bojangles and its business, including the risks that as a result (a) Bojangles business, operating results or stock price may suffer, (b) Bojangles current plans and
operations may be disrupted, (c) Bojangles ability to retain or recruit key employees may be adversely affected, (d) Bojangles business relationships (including, customers, franchisees and suppliers) may be adversely affected,
or (e) Bojangles managements or employees attention may be diverted from other important matters; (4) the effect of limitations that the Merger Agreement places on Bojangles ability to operate its business, return
capital to stockholders or engage in alternative transactions; (5) the nature, cost and outcome of pending and future litigation and other legal proceedings, including any such proceedings related to the merger and instituted against
Bojangles and others; (6) the risk that the merger and related transactions may involve unexpected costs, liabilities or delays; (7) other economic, business, competitive, legal, regulatory, and/or tax factors; and (8) other
factors described under the heading Risk Factors in Part I, Item 1A of Bojangles Annual Report on Form
10-K
for the fiscal year ended December 31, 2017, as updated or supplemented by
subsequent reports that Bojangles has filed or files with the SEC, including Bojangles Quarterly Report on Form
10-Q
for the quarterly period ended September 30, 2018. Potential investors,
stockholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. Neither Parent nor Bojangles assumes any obligation to publicly update any
forward-looking statement after it is made, whether as a result of new information, future events or otherwise, except as required by law.
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