VOTING AGREEMENTVoting Agreement • November 19th, 2012 • Mill Road Capital, L.P. • Services-educational services • Delaware
This VOTING AGREEMENT (this “Agreement”) dated as of November 9, 2012 is made by and among Mill Road Capital, L.P., a Delaware limited partnership (“Mill Road”), Lane Five Partners LP, a Delaware limited partnership (the “Lane Five Fund”), Lane Five Capital Management LP, a Delaware limited partnership (the “Lane Five Advisor”), and Pleiades Investment Partners – LA, L.P., a Delaware limited partnership (the “Pleiades Fund”).
SECOND AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AND SECURITY AGREEMENTSenior Subordinated Note Purchase and Security Agreement • May 3rd, 2010 • Mill Road Capital, L.P. • Perfumes, cosmetics & other toilet preparations • New York
THIS SECOND AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AND SECURITY AGREEMENT dated as of April 30, 2010 (the “Amendment”) amends the Senior Subordinated Note Purchase and Security Agreement dated as of November 6, 2009 (the “Original Agreement”), by and among Mill Road Capital, L.P., a Delaware limited partnership (the “Holder”), Physicians Formula, Inc., a New York corporation (the “Borrower”), Physicians Formula Holdings, Inc., a Delaware corporation (“Holdings”) and the Guarantors party to the Original Agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • May 5th, 2009 • Mill Road Capital, L.P. • Dairy products
This Joint Filing Agreement may be executed in counterparts all of which together shall constitute one and the same instrument.
JOINT FILING AGREEMENTJoint Filing Agreement • June 15th, 2009 • Mill Road Capital, L.P. • Dairy products
This Joint Filing Agreement may be executed in counterparts all of which together shall constitute one and the same instrument.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MW1 LLCLimited Liability Company Agreement • May 8th, 2009 • Mill Road Capital, L.P. • Dairy products • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of the 7th day of May 2009, as amended, supplemented or restated from time to time (the “Agreement”), is made by and among the Persons executing signature pages hereto as Unitholders. Capitalized terms used in this Agreement shall have the meanings set forth in ARTICLE 1.
JOINT FILING AGREEMENTJoint Filing Agreement • November 10th, 2008 • Mill Road Capital, L.P. • Perfumes, cosmetics & other toilet preparations
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree, as of November 10, 2008, that only one statement containing the information required by Schedule 13D, and each amendment thereto, need be filed with respect to the ownership by each of the undersigned of shares of common stock of Physicians Formula Holdings, Inc., a Delaware corporation, and such statement to which this Joint Filing Agreement is attached as Exhibit 1 is filed on behalf of each of the undersigned.
JOINT FILING AGREEMENTJoint Filing Agreement • November 10th, 2009 • Mill Road Capital, L.P. • Perfumes, cosmetics & other toilet preparations
JOINT FILING AGREEMENTJoint Filing Agreement • October 29th, 2009 • Mill Road Capital, L.P. • Services-management consulting services
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree, as of July 6, 2009, that only one statement containing the information required by Schedule 13D, and each amendment thereto, need be filed with respect to the ownership by each of the undersigned of shares of common stock of Harris Interactive Inc., a Delaware corporation, and such statement to which this Joint Filing Agreement is attached as Exhibit 5 is filed on behalf of each of the undersigned.
JOINT FILING AGREEMENTJoint Filing Agreement • September 19th, 2011 • Mill Road Capital, L.P. • Industrial inorganic chemicals
JOINT FILING AGREEMENTJoint Filing Agreement • February 18th, 2011 • Mill Road Capital, L.P. • Footwear, (no rubber)
PHYSICIANS FORMULA HOLDINGS, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 3rd, 2010 • Mill Road Capital, L.P. • Perfumes, cosmetics & other toilet preparations • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 30th day of April, 2010 by and among (i) PHYSICIANS FORMULA HOLDINGS, INC., a Delaware corporation (the “Company”), (ii) MILL ROAD CAPITAL, L.P., a Delaware limited partnership (“MRC”), and (iii) each person or entity that subsequently becomes a party to this Agreement pursuant to, and in accordance with, the provisions of Section 7(c) hereof.
JOINT FILING AGREEMENTJoint Filing Agreement • May 18th, 2010 • Mill Road Capital, L.P. • Retail-eating places
JOINT FILING AGREEMENTJoint Filing Agreement • April 8th, 2009 • Mill Road Capital, L.P. • Services-motion picture & video tape production
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree, as of April 7, 2009, that only one statement containing the information required by Schedule 13D, and each amendment thereto, need be filed with respect to the ownership by each of the undersigned of shares of common stock of GAIAM, Inc., a Colorado corporation, and such statement to which this Joint Filing Agreement is attached as Exhibit 1 is filed on behalf of each of the undersigned.
JOINT FILING AGREEMENTJoint Filing Agreement • January 29th, 2009 • Mill Road Capital, L.P. • Footwear, (no rubber)
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree, as of January 29, 2009, that only one statement containing the information required by Schedule 13D, and each amendment thereto, need be filed with respect to the ownership by each of the undersigned of shares of common stock of R.G. Barry Corporation, an Ohio corporation, and such statement to which this Joint Filing Agreement is attached as Exhibit 1 is filed on behalf of each of the undersigned.
JOINT FILING AGREEMENTJoint Filing Agreement • March 23rd, 2009 • Mill Road Capital, L.P. • Retail-eating places
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree, as of March 23, 2009, that only one statement containing the information required by Schedule 13D, and each amendment thereto, need be filed with respect to the ownership by each of the undersigned of shares of common stock of J. Alexander’s Corporation, a Tennessee corporation, and such statement to which this Joint Filing Agreement is attached as Exhibit 1 is filed on behalf of each of the undersigned.
STOCK SUBSCRIPTION AND EXCHANGE AGREEMENTStock Subscription and Exchange Agreement • May 18th, 2010 • Mill Road Capital, L.P. • Retail-eating places • Delaware
STOCK SUBSCRIPTION AND EXCHANGE AGREEMENT, dated as of May 9, 2010 (this “Agreement”), by and among MRRC Hold Co., a Delaware corporation (“Parent”), and the persons named on Schedule I hereto (each a “Purchaser” and collectively, the “Purchasers”).
JOINT FILING AGREEMENTJoint Filing Agreement • October 29th, 2012 • Mill Road Capital, L.P. • Services-educational services
JOINT FILING AGREEMENTJoint Filing Agreement • January 29th, 2010 • Mill Road Capital, L.P. • Retail-eating places
JOINT FILING AGREEMENTJoint Filing Agreement • July 7th, 2011 • Mill Road Capital, L.P. • Services-testing laboratories
JOINT FILING AGREEMENTJoint Filing Agreement • August 17th, 2009 • Mill Road Capital, L.P. • Services-management consulting services
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree, as of August 17, 2009, that only one statement containing the information required by Schedule 13D, and each amendment thereto, need be filed with respect to the ownership by each of the undersigned of shares of common stock of The Management Network Group, Inc., a Delaware corporation, and such statement to which this Joint Filing Agreement is attached as Exhibit 1 is filed on behalf of each of the undersigned.
ContractMill Road Capital, L.P. • May 3rd, 2010 • Perfumes, cosmetics & other toilet preparations
THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN INTERCREDITOR AGREEMENT (THE “INTERCREDITOR AGREEMENT”) DATED AS OF NOVEMBER 6, 2009 BY AND AMONG WELLS FARGO BANK, NATIONAL ASSOCIATION ACTING THROUGH ITS WELLS FARGO BUSINESS CREDIT OPERATING DIVISION, MILL ROAD CAPITAL, L.P. AND PHYSICIANS FORMULA, INC.; AND EACH HOLDER OF THIS INSTRUMENT, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THE INTERCREDITOR AGREEMENT.
NON-QUALIFIED STOCK OPTION AWARD AGREEMENT April 29, 2010Non-Qualified Stock Option Award Agreement • May 3rd, 2010 • Mill Road Capital, L.P. • Perfumes, cosmetics & other toilet preparations • Delaware
Physicians Formula Holdings, Inc. (the “Company”) is pleased to advise you that, pursuant to the Company’s 2006 Equity Incentive Plan (the “Plan”), the Committee has granted to you an option (the “Option”) to acquire shares of Common Stock, as set forth below, subject to the terms and conditions set forth herein:
STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 15th, 2009 • Mill Road Capital, L.P. • Dairy products • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of June 10, 2009 by and between Galaxy Nutritional Foods, Inc., a Delaware corporation (the “Company”), and Andromeda Acquisition Corp., a Delaware corporation (“Purchaser”).
