AGREEMENT AND PLAN OF MERGER by and among MTY FRANCHISING USA, INC., MTY COLUMBIA MERGER SUB, INC. and PAPA MURPHY’S HOLDINGS, INC. April 10, 2019Agreement and Plan of Merger • April 11th, 2019 • Papa Murphy's Holdings, Inc. • Retail-eating places • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of April 10, 2019 (this “Agreement”), is by and among MTY Franchising USA, Inc., a Delaware corporation (“Parent”), MTY Columbia Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Papa Murphy’s Holdings, Inc., a Delaware corporation (the “Company”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • April 21st, 2014 • Papa Murphy's Holdings, Inc. • Retail-eating places • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [—], 2014 between Papa Murphy Holdings, Inc., a Delaware corporation (the “Company”), and [—] (“Indemnitee”). Capitalized terms not defined elsewhere in this Agreement are used as defined in Section 13.
EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENTExecutive Employment and Non-Competition Agreement • March 16th, 2017 • Papa Murphy's Holdings, Inc. • Retail-eating places • Delaware
This EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENT (this “Agreement”), dated as of the 19th day of October, 2015, by and between PMI Holdings, Inc., a Delaware corporation (the “Company”), and Brandon Solano, a resident of Powell, Ohio (the “Executive”).
177,000,000 CREDIT FACILITY CREDIT AGREEMENT Dated as of October 25, 2013 by and among PMI HOLDINGS, INC., as the Borrower, THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS CREDIT PARTIES, GOLUB CAPITAL LLC, as Agent for all Lenders, THE OTHER...Credit Agreement • January 27th, 2014 • Papa Murphy's Holdings, Inc. • Retail-eating places • New York
This CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, modified and/or restated from time to time, this “Agreement”) is entered into as of October 25, 2013, by and among PMI Holdings, Inc., a Delaware corporation (the “Borrower”), the other Persons party hereto that are designated as a “Credit Party”, Golub Capital LLC, a Delaware limited liability company (in its individual capacity, “Golub”), as Agent for the several financial institutions from time to time party to this Agreement (collectively, the “Lenders” and individually each a “Lender”) and for itself as a Lender and such Lenders.
PAPA MURPHY’S HOLDINGS, INC. Stock Option Agreement – Performance VestingStock Option Agreement • April 28th, 2014 • Papa Murphy's Holdings, Inc. • Retail-eating places • Delaware
THIS AGREEMENT (the “Agreement”) is made by and between Papa Murphy’s Holdings, Inc., a Delaware corporation (the “Company”), and [—] (the “Participant”) effective [—] (the “Effective Date”).
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENTNon-Competition Agreement • March 16th, 2017 • Papa Murphy's Holdings, Inc. • Retail-eating places • Delaware
This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENT (this “Agreement”), dated as of the 27th day of July, 2016, by and between Papa Murphy’s Holdings, Inc., a Delaware corporation (the “Company”), and Mark Hutchens, a resident of Vancouver, Washington (“Executive”) amends and restates the Executive Employment Agreement and Non-competition Agreement dated as of the 21st day of March, 2014, by and between PMI Holdings, Inc., a Delaware corporation and the Company’s predecessor, and Executive.
Papa Murphy’s Holdings, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • June 16th, 2015 • Papa Murphy's Holdings, Inc. • Retail-eating places • New York
GUARANTY AND SECURITY AGREEMENT Dated as of October 25, 2013 among PMI HOLDINGS, INC., a Delaware corporation and Each Other Grantor From Time to Time Party Hereto and GOLUB CAPITAL LLC, as AgentGuaranty and Security Agreement • January 27th, 2014 • Papa Murphy's Holdings, Inc. • Retail-eating places • New York
WHEREAS, pursuant to the Credit Agreement dated as of the date hereof (as the same may be amended, restated, amended and restated, supplemented and/or otherwise modified from time to time, the “Credit Agreement”) by and among the Borrower, the other Credit Parties party thereto, the Lenders, the L/C Issuers from time to time party thereto and Golub Capital, as Agent for the Lenders and the L/C Issuers, and as a Lender, the Lenders and the L/C Issuers have severally agreed to make extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein;
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENTEmployment And • March 16th, 2017 • Papa Murphy's Holdings, Inc. • Retail-eating places • Delaware
This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENT (this “Agreement”), dated as of the 27th day of July, 2016, by and between Papa Murphy’s Holdings, Inc., a Delaware corporation (the “Company”), and Jayson Tipp, a resident of Portland, Oregon (“Executive”) amends and restates the Executive Employment Agreement and Non-competition Agreement dated as of the 7th day of January, 2013, by and between PMI Holdings, Inc., a Delaware corporation and the Company’s predecessor, and Executive.
EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENTExecutive Employment and Non-Competition Agreement • May 10th, 2018 • Papa Murphy's Holdings, Inc. • Retail-eating places • Delaware
This EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENT (this “Agreement”), dated as of the 9th day of May, 2018, by and between Papa Murphy’s Holdings, Inc., a Delaware corporation (the “Company”), and Nik Rupp, a resident of Oregon (“Executive”).
Restricted Stock Agreement under the Papa Murphy’s Holdings, Inc. Amended 2010 Management Incentive Plan Time VestingRestricted Stock Agreement • April 21st, 2014 • Papa Murphy's Holdings, Inc. • Retail-eating places • Delaware
Pursuant to the Papa Murphy’s Holdings, Inc. Amended 2010 Management Incentive Plan (the “Plan”), Papa Murphy’s Holdings, Inc., a Delaware corporation (together with its successors, the “Company”), hereby grants, sells and issues to the individual named above, who is an officer, employee, director, consultant or other key person of the Company or any of the Subsidiaries, the Shares (as defined below) at $ per share, being the fair market value per share on the date of purchase (the “Per Share Purchase Price”), subject to the terms and conditions set forth herein and in the Plan. The Grantee agrees to the provisions set forth herein and acknowledges that each such provision is a material condition of the Company’s agreement to issue and sell the Shares to him or her.
EXECUTIVE SEPARATION AGREEMENT AND RELEASEExecutive Separation Agreement and Release • May 10th, 2017 • Papa Murphy's Holdings, Inc. • Retail-eating places • Delaware
This Executive Separation Agreement and Release (“Agreement”) is made and entered into by and between Brandon Solano (“Executive”) on the one hand, and Papa Murphy’s Holdings, Inc. (together with its affiliates or successors, the “Company”) on the other, hereinafter collectively referred to as the “Parties.”
STOCKHOLDER’S AGREEMENT DATED AS OF May 7, 2014 AMONG PAPA MURPHY’S HOLDINGS, INC.Stockholder’s Agreement • May 13th, 2014 • Papa Murphy's Holdings, Inc. • Retail-eating places • Delaware
WHEREAS, in connection with underwritten initial public offering of Common Stock of the Company (the “Initial Public Offering”), it is the intention of the parties hereto to enter into this Agreement to govern Lee Equity’s rights with respect to the Company.
Papa Murphy’s International LLC Franchise AgreementFranchise Agreement • April 4th, 2014 • Papa Murphy's Holdings, Inc. • Retail-eating places • Washington
This Franchise Agreement (“Agreement”) is entered into and effective , (“Effective Date”) between Papa Murphy’s International LLC, a Delaware limited liability company, located at 8000 NE Parkway Drive, Suite 350, Vancouver, Washington 98662 (“we” “us” or “our”), and the person(s) listed as the Franchise Owner on the signature block of this Agreement (“Franchise Owner,” “you” or “yours”).
PAPA MURPHY’S INTERNATIONAL LLC AREA DEVELOPMENT AGREEMENTArea Development Agreement • April 4th, 2014 • Papa Murphy's Holdings, Inc. • Retail-eating places • Washington
This Area Development Agreement (“Agreement”) is made and entered into this day of , 20 (“Effective Date”) by and between PAPA MURPHY’S INTERNATIONAL LLC, a Delaware limited liability company (“PMI/we/us”) and , a (“you”), with reference to the following facts:
SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT DATED AS OF May 1, 2014 AMONG PAPA MURPHY’S HOLDINGS, INC. AND THE STOCKHOLDERS PARTY HERETOStockholders’ Agreement • May 13th, 2014 • Papa Murphy's Holdings, Inc. • Retail-eating places • Delaware
This SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (this “Agreement”) is made and entered into as of May 1, 2014 and effective immediately prior to the occurrence of the Initial Public Offering (as defined below) by and among:
EXECUTIVE SEPARATION AGREEMENT AND RELEASEExecutive Separation Agreement and Release • March 16th, 2017 • Papa Murphy's Holdings, Inc. • Retail-eating places • Delaware
This Executive Separation Agreement and Release (“Agreement”) is made and entered into by and between Ken Calwell (“Executive”) on the one hand, Papa Murphy’s Holdings, Inc. (together with its affiliates or successors, the “Company”) on the other, hereinafter collectively referred to as the “Parties.”
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 7th, 2018 • Papa Murphy's Holdings, Inc. • Retail-eating places • New York
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of November 6, 2018, is by and among PMI HOLDINGS, INC., a Delaware corporation (the “Borrower”), the Guarantors, WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent on behalf of the Lenders under the Credit Agreement (as hereinafter defined) (as successor to Antares Capital LP (as successor to General Electric Capital Corporation)) (in such capacity, the “Agent”), and the Lenders party hereto.
TO: Janet Pirus FROM: Ken Calwell RE: Resignation of Employment and Separation Agreement DATE: June 3, 2013Entire Agreement • April 4th, 2014 • Papa Murphy's Holdings, Inc. • Retail-eating places
Papa Murphy’s International LLC (“Papa Murphy’s”) and you entered into an Executive Employment and Non-Competition Agreement (“Employment Agreement”) effective May 4, 2010. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Employment Agreement.
5,833,333 Shares Papa Murphy’s Holdings, Inc. FORM OF UNDERWRITING AGREEMENTPapa Murphy's Holdings, Inc. • April 28th, 2014 • Retail-eating places • New York
FIRST AMENDMENT TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AND NONCOMPETITION AGREEMENTEmployment and Noncompetition Agreement • April 4th, 2014 • Papa Murphy's Holdings, Inc. • Retail-eating places
The Amended and Restated Executive Employment and Noncompetition Agreement dated July 24, 2011 (“Agreement”), between PMI Holdings, Inc. (“Company”) and John Barr (the “Executive”) is hereby further amended as follows, effective as of December 30, 2013:
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 2nd, 2016 • Papa Murphy's Holdings, Inc. • Retail-eating places • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of October 31, 2016, is by and among PMI HOLDINGS, INC., a Delaware corporation (the “Borrower”), the Guarantors, WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent on behalf of the Lenders under the Credit Agreement (as hereinafter defined) (as successor to Antares Capital LP (as successor to General Electric Capital Corporation)) (in such capacity, the “Agent”), and the Lenders party hereto.
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENTEmployment and Non-Competition Agreement • January 27th, 2014 • Papa Murphy's Holdings, Inc. • Retail-eating places • Delaware
This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENT (this “Agreement”), dated as of the 24 day of July, 2011, by and between PMI Holdings, Inc., a Delaware corporation (the “Company”), and John Barr, a resident of Vancouver, Washington (the “Executive”).
GUARANTY AND SECURITY AGREEMENT Dated as of October 25, 2013 among PMI HOLDINGS, INC., a Delaware corporation and Each Other Grantor From Time to Time Party Hereto and GOLUB CAPITAL LLC, as AgentGuaranty and Security Agreement • February 28th, 2014 • Papa Murphy's Holdings, Inc. • Retail-eating places • New York
WHEREAS, pursuant to the Credit Agreement dated as of the date hereof (as the same may be amended, restated, amended and restated, supplemented and/or otherwise modified from time to time, the “Credit Agreement”) by and among the Borrower, the other Credit Parties party thereto, the Lenders, the L/C Issuers from time to time party thereto and Golub Capital, as Agent for the Lenders and the L/C Issuers, and as a Lender, the Lenders and the L/C Issuers have severally agreed to make extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein;
PAPA MURPHY’S HOLDINGS, INC. Restricted Stock AgreementRestricted Stock Agreement • April 21st, 2014 • Papa Murphy's Holdings, Inc. • Retail-eating places • Delaware
THIS AGREEMENT (the “Agreement”) is made between Papa Murphy’s Holdings, Inc., a Delaware corporation (the “Company”), and [—] (the “Participant”), effective [—] (the “Effective Date”).
CREDIT AGREEMENTCredit Agreement • November 13th, 2014 • Papa Murphy's Holdings, Inc. • Retail-eating places • New York
This CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, modified and/or restated from time to time, this “Agreement”) is entered into as of August 28, 2014, by and among PMI Holdings, Inc., a Delaware corporation (the “Borrower”), the other Persons party hereto that are designated as a “Credit Party”, General Electric Capital Corporation, a Delaware corporation (in its individual capacity, “GE Capital”), as Agent for the several financial institutions from time to time party to this Agreement (collectively, the “Lenders” and individually each a “Lender”) and for itself as a Lender (including as Swingline Lender) and such Lenders.
COOPERATION AGREEMENTCooperation Agreement • December 21st, 2017 • Papa Murphy's Holdings, Inc. • Retail-eating places • Delaware
This COOPERATION AGREEMENT (this “Agreement”) is made and entered into as of December 21, 2017, by and among Papa Murphy’s Holdings, Inc., a Delaware corporation (the “Company”), MFP Partners, L.P., a Delaware limited partnership (collectively with its Affiliates and Associates, “MFP”), Misada Capital Holdings, LLC, a Delaware limited liability company (collectively with its Affiliates and Associates, “Misada” and together with MFP, the “Stockholders”), Alexander C. Matina (the “MFP Designee”) and Noah A. Elbogen (the “Misada Designee” and, together with the MFP Designee, the “Designees”). The Company, MFP and Misada are each herein referred to as a “party” and collectively, the “parties.”
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • April 11th, 2019 • Papa Murphy's Holdings, Inc. • Retail-eating places • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), is made and entered into as of April 10, 2019, by and among MTY Franchising USA, Inc., a Delaware corporation (“Parent”), MTY Columbia Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and each of the Persons set forth on Schedule A hereto (each, a “Stockholder”).
CONFIDENTIAL TREATMENT REQUESTED INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND NOTED WITH AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN PROVIDED TO THE SECURITIES AND EXCHANGE COMMISSION. $177,000,000 CREDIT...Credit Agreement • April 4th, 2014 • Papa Murphy's Holdings, Inc. • Retail-eating places • New York
This CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, modified and/or restated from time to time, this “Agreement”) is entered into as of October 25, 2013, by and among PMI Holdings, Inc., a Delaware corporation (the “Borrower”), the other Persons party hereto that are designated as a “Credit Party”, Golub Capital LLC, a Delaware limited liability company (in its individual capacity, “Golub”), as Agent for the several financial institutions from time to time party to this Agreement (collectively, the “Lenders” and individually each a “Lender”) and for itself as a Lender and such Lenders.
MASTER MARKETING AGREEMENTMaster Marketing Agreement • March 16th, 2017 • Papa Murphy's Holdings, Inc. • Retail-eating places • Washington
THIS MASTER MARKETING AGREEMENT (this “Agreement”), dated September 7, 2016 (the “Effective Date”), is between GroupM Worldwide, Inc (d/b/a Modi Media), a Delaware corporation (“Agency”), and Murphy’s Marketing Services, Inc., a Florida corporation (“Company” or “Papa Murphy’s”).
FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AND NONCOMPETITION AGREEMENTEmployment and Noncompetition Agreement • April 4th, 2014 • Papa Murphy's Holdings, Inc. • Retail-eating places
This First Amendment to Executive Employment and Noncompetition Agreement is dated as of March 21, 2014, and amends the Executive Employment and Noncompetition Agreement dated May 25, 2011 (“Agreement”), between PMI Holdings, Inc. (“Company”) and Ken Calwell (the “Executive”).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • May 10th, 2018 • Papa Murphy's Holdings, Inc. • Retail-eating places • Colorado
THIS PURCHASE AND SALE AGREEMENT (“Agreement”) is made and entered into as of April 17, 2018, by and among Papa Murphy’s Company Stores, Inc., a Washington corporation (“Seller”), Papa Murphy’s International LLC, a Delaware limited liability company, franchisor of the Papa Murphy’s Take ‘N’ Bake system (“Franchisor”) and Fresh Take, LLC, a Colorado limited liability company (“Buyer”). Seller and Buyer are referred to as the “Parties” or individually as a “Party.”
AMENDMENT TO RESTRICTED STOCK AGREEMENT PAPA MURPHY’S HOLDINGS, INC.Restricted Stock Agreement • April 21st, 2014 • Papa Murphy's Holdings, Inc. • Retail-eating places • Delaware
THIS AMENDMENT (this “Amendment”), dated as of April , 2014, is entered into by and between Papa Murphy’s Holdings, Inc., a Delaware corporation (the “Company”) and [—] (the “Grantee”).
FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENTEmployment and Non-Competition Agreement • March 14th, 2019 • Papa Murphy's Holdings, Inc. • Retail-eating places
This First Amendment to Executive Employment and Noncompetition Agreement ("Amendment") is dated as of November 19, 2018, and amends the Executive Employment and Noncompetition Agreement dated May 9, 2018 ("Agreement") between Papa Murphy’s Holdings, Inc. ("Company") and Nik Rupp (the "Executive").
Papa Murphy’s Holdings, Inc.Letter Agreement • December 21st, 2017 • Papa Murphy's Holdings, Inc. • Retail-eating places • Delaware
This letter agreement, dated December 21, 2017 (this “Agreement”), is with reference to that certain Cooperation Agreement, dated as of the date hereof (the “Cooperation Agreement”), by and among Papa Murphy’s Holdings, Inc., a Delaware corporation (the “Company”), MFP Partners, L.P., a Delaware limited partnership (collectively with its Affiliates and Associates, “MFP”), Misada Capital Holdings, LLC, a Delaware limited liability company (collectively with its Affiliates and Associates, “Misada” and, together with MFP, the “Stockholders”), Alexander C. Matina and Noah A. Elbogen. The Company, MFP, Misada and LEP Papa Murphy’s Holdings, LLC, a Delaware limited liability company (collectively with its Affiliates and Associates, “Lee Equity”) are each herein referred to as a “party” and collectively, the “parties.” Capitalized terms used and not otherwise defined herein have the meanings given to such terms in the Cooperation Agreement.
