8,500,000 Shares NOODLES & COMPANY CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT July 26, 2018Underwriting Agreement • July 30th, 2018 • Mill Road Capital II, L.P. • Retail-eating places • New York
Noodles & Company, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”) an aggregate of 2,500,000 shares of the Class A common stock, par value $0.01 per share of the Company (the “Primary Firm Shares”). Certain stockholders (the “Selling Stockholders”) of the Company, named in Schedule III hereto, severally and not jointly, propose to sell to the several Underwriters an aggregate of 6,000,000 shares of the Class A common stock, par value $0.01 per share, of the Company (the “Secondary Firm Shares,” and, together with the Primary Firm Shares, the “Firm Shares”), with each Selling Stockholder selling the amount set forth opposite such Selling Stockholder’s name in Schedule III hereto. The shares of Class A common stock, par value $0.01 per share, of the Company to be outstanding after giving effect to the sales contemplated hereby
AGREEMENT AND PLAN OF MERGER by and among MRSK HOLD CO., MRSL MERGER CO. and SKULLCANDY, INC. Dated as of August 23, 2016Agreement and Plan of Merger • August 24th, 2016 • Mill Road Capital II, L.P. • Household audio & video equipment • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 23, 2016 by and among MRSK Hold Co., a Delaware corporation (“Parent”), MRSL Merger Co., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Acquisition Sub”), and Skullcandy, Inc., a Delaware corporation (the “Company”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 23rd, 2015 • Mill Road Capital II, L.P. • Services-engineering services • New York
This Stock Purchase Agreement (this “Agreement”) is entered into as of May 29, 2015 by and among the parties listed on the Schedule of Sellers (the “Schedule of Sellers”) attached as Schedule A hereto (each, a “Seller” and collectively, the “Sellers”), located at the respective addresses of the Sellers set forth below their names on the Schedule of Sellers, and Mill Road Capital II, L.P., a Delaware limited partnership located at 382 Greenwich Avenue, Suite One, Greenwich, CT 06830 (the “Buyer”).
Re: Commitment Letter for Acquisition of Skullcandy, Inc.Merger Agreement • August 15th, 2016 • Mill Road Capital II, L.P. • Household audio & video equipment • Delaware
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (including all schedules, exhibits and annexes thereto, the “Merger Agreement”), by and among MRSK Hold Co., a Delaware corporation (“Parent”), MRSL Merger Co., a Delaware corporation and wholly-owned subsidiary of Parent (“Acquisition Sub”), and Skullcandy, Inc., a Delaware corporation (the “Company”), pursuant to which Acquisition Sub will commence a tender offer for the Company’s capital stock (the “Offer”), followed promptly by a merger of Acquisition Sub with and into the Company pursuant to Section 251(h) of the Delaware General Corporation Law (the “Merger”). This commitment letter is being delivered to Parent to induce the Company to enter into the Merger Agreement. Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement.
SETTLEMENT AGREEMENTSettlement Agreement • April 21st, 2017 • Mill Road Capital II, L.P. • Services-engineering services • New York
This SETTLEMENT AGREEMENT (this “Agreement”) is made and entered into as of April 19, 2017, among Ecology and Environment, Inc., a New York corporation (the “Company”), on the one hand, and Mill Road Capital II, L.P., a Delaware limited liability partnership, Mill Road Capital II GP LLC, a Delaware limited liability company, Mill Road Capital Management LLC, a Delaware limited liability company, and Justin C. Jacobs (collectively, “Mill Road”), on the other hand. The Company and Mill Road are each referred to herein as a “Party” and collectively, as the “Parties.”
SPONSOR GUARANTEE [DATE], 2016Sponsor Guarantee • August 15th, 2016 • Mill Road Capital II, L.P. • Household audio & video equipment • Delaware
This Sponsor Guarantee (this “Guarantee”) is made and entered into as of the date set forth above by Mill Road Capital II, L.P., a Delaware limited partnership (the “Guarantor”), in favor and for the benefit of Skullcandy, Inc., a Delaware corporation (the “Company”). Capitalized terms used in this Guarantee but not otherwise defined herein have the respective meanings given to such terms in that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Company, MRSK Hold Co., a Delaware corporation (“Parent”), and MRSL Merger Co., a Delaware corporation (“Acquisition Sub”).
Gerhard J. Neumaier Testamentary Trust Under Article Fourth AMill Road Capital II, L.P. • July 23rd, 2015 • Services-engineering services
This letter agreement acknowledges and confirms that Mill Road Capital II, L.P., a Delaware limited partnership (the “Buyer”), has undertaken significant efforts in connection with the sale by the undersigned (the “Seller”) to Buyer of 243,398 shares (the “Class A Shares”) of Class A Common Stock, par value $0.01 per share of Ecology and Environment Inc., a New York corporation (the “Company”), including the preparation and negotiation of the Stock Purchase Agreement by and between the Seller and the Buyer executed immediately prior hereto (the “Purchase Agreement”) and related due diligence. These efforts have been undertaken by the Buyer (i) in light of the Buyer’s expectation that, if there were to be a purchase of the Company on or before the third anniversary of the Closing, the Buyer (or an affiliate of the Buyer) would be the purchaser of the Company, and (ii) notwithstanding the fact that (a) the Seller is bound by certain obligations, including a right of first refusal, set fo
Kevin S. NeumaierMill Road Capital II, L.P. • July 23rd, 2015 • Services-engineering services
This letter agreement acknowledges and confirms that Mill Road Capital II, L.P., a Delaware limited partnership (the “Buyer”), has undertaken significant efforts in connection with the sale by the undersigned (the “Seller”) to Buyer of 22,000 shares (the “Class A Shares”) of Class A Common Stock, par value $0.01 per share of Ecology and Environment Inc., a New York corporation (the “Company”), including the preparation and negotiation of the Stock Purchase Agreement by and between the Seller and the Buyer executed immediately prior hereto (the “Purchase Agreement”) and related due diligence. These efforts have been undertaken by the Buyer (i) in light of the Buyer’s expectation that, if there were to be a purchase of the Company on or before the third anniversary of the Closing, the Buyer (or an affiliate of the Buyer) would be the purchaser of the Company, and (ii) notwithstanding the fact that (a) the Seller is bound by certain obligations, including a right of first refusal, set for
JOINT FILING AGREEMENTJoint Filing Agreement • August 29th, 2012 • Mill Road Capital II, 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 August 29, 2012, 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 • February 19th, 2016 • Mill Road Capital II, L.P. • Plastics foam products
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree, as of February 19, 2016, 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 UFP Technologies, 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.
STANDSTILL AGREEMENTStandstill Agreement • March 18th, 2019 • Mill Road Capital II, L.P. • Wholesale-lumber & other construction materials • Delaware
THIS STANDSTILL AGREEMENT (this “Agreement”), dated as of the 7th day of March, 2019 (the “Effective Date”), is made by and among Huttig Building Products, Inc., a Delaware corporation (the “Company”), and each of the entities and natural persons listed on Exhibit A attached hereto and their respective Affiliates (collectively, the “Stockholder Parties”). Each of the Company and each of the Stockholder Parties is a “Party” and collectively they are the “Parties.”
Kirsten Neumaier Shelly TODMill Road Capital II, L.P. • July 23rd, 2015 • Services-engineering services
This letter agreement acknowledges and confirms that Mill Road Capital II, L.P., a Delaware limited partnership (the “Buyer”), has undertaken significant efforts in connection with the sale by the undersigned (the “Seller”) to Buyer of 8,319 shares (the “Class A Shares”) of Class A Common Stock, par value $0.01 per share, of Ecology and Environment Inc., a New York corporation (the “Company”), including the preparation and negotiation of the Stock Purchase Agreement by and between the Seller and the Buyer executed immediately prior hereto (the “Purchase Agreement”) and related due diligence. These efforts have been undertaken by the Buyer in light of the Buyer’s expectation that, if there were to be a purchase of the Company on or before the third anniversary of the Closing, the Buyer (or an affiliate of the Buyer) would be the purchaser of the Company. Capitalized terms used but not defined herein shall have the respective meanings given to them in the Purchase Agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • November 16th, 2017 • Mill Road Capital II, L.P. • Wholesale-durable goods
JOINT FILING AGREEMENTJoint Filing Agreement • January 29th, 2018 • Mill Road Capital II, L.P. • Services-miscellaneous business services
NOVATION AGREEMENT (Voting Agreement)Novation Agreement • March 21st, 2013 • Mill Road Capital II, L.P. • Services-educational services • Delaware
This Novation Agreement (Voting Agreement) dated as of March 18, 2013 (this “Agreement”) is made by and among Mill Road Capital, L.P., a Delaware limited partnership (“Mill Road”), Mill Road Capital II, L.P, a Delaware limited partnership and an affiliate of Mill Road (“Mill Road II”), 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”).
STOCK SUBSCRIPTION AND EXCHANGE AGREEMENTStock Subscription and Exchange Agreement • August 21st, 2014 • Mill Road Capital II, L.P. • Footwear, (no rubber) • Delaware
THIS STOCK SUBSCRIPTION AND EXCHANGE AGREEMENT, dated as of August 19, 2014 (this “Agreement”), by and among MRGB Hold Co., a Delaware corporation (“Parent”), and the persons named on Schedule I hereto (each a “Purchaser” and collectively, the “Purchasers”).
Ellen E. NeumaierMill Road Capital II, L.P. • July 23rd, 2015 • Services-engineering services
This letter agreement acknowledges and confirms that Mill Road Capital II, L.P., a Delaware limited partnership (the “Buyer”), has undertaken significant efforts in connection with the sale by the undersigned (the “Seller”) to Buyer of 26,387 shares (the “Class A Shares”) of Class A Common Stock, par value $0.01 per share, of Ecology and Environment Inc., a New York corporation (the “Company”), including the preparation and negotiation of the Stock Purchase Agreement by and between the Seller and the Buyer executed immediately prior hereto (the “Purchase Agreement”) and related due diligence. These efforts have been undertaken by the Buyer in light of the Buyer’s expectation that, if there were to be a purchase of the Company on or before the third anniversary of the Closing, the Buyer (or an affiliate of the Buyer) would be the purchaser of the Company. Capitalized terms used but not defined herein shall have the respective meanings given to them in the Purchase Agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • March 23rd, 2017 • Mill Road Capital II, L.P. • Retail-eating places
JOINT FILING AGREEMENTJoint Filing Agreement • October 3rd, 2016 • Mill Road Capital II, L.P. • Household audio & video equipment
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree, as of October 3, 2016, 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 Skullcandy, Inc., a Delaware corporation, and such statement to which this Joint Filing Agreement is attached as Exhibit 18 is filed on behalf of each of the undersigned.
Michael A. Shelly TODMill Road Capital II, L.P. • July 23rd, 2015 • Services-engineering services
This letter agreement acknowledges and confirms that Mill Road Capital II, L.P., a Delaware limited partnership (the “Buyer”), has undertaken significant efforts in connection with the sale by the undersigned (the “Seller”) to Buyer of 1,715 shares (the “Class A Shares”) of Class A Common Stock, par value $0.01 per share, of Ecology and Environment Inc., a New York corporation (the “Company”), including the preparation and negotiation of the Stock Purchase Agreement by and between the Seller and the Buyer executed immediately prior hereto (the “Purchase Agreement”) and related due diligence. These efforts have been undertaken by the Buyer in light of the Buyer’s expectation that, if there were to be a purchase of the Company on or before the third anniversary of the Closing, the Buyer (or an affiliate of the Buyer) would be the purchaser of the Company. Capitalized terms used but not defined herein shall have the respective meanings given to them in the Purchase Agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • February 10th, 2014 • Mill Road Capital II, L.P. • Apparel & other finishd prods of fabrics & similar matl
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree, as of February 10, 2014, 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 Joe’s Jeans 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.
Kevin S. NeumaierMill Road Capital II, L.P. • July 23rd, 2015 • Services-engineering services
This letter agreement acknowledges and confirms that Mill Road Capital II, L.P., a Delaware limited partnership (the “Buyer”), has undertaken significant efforts in connection with the sale by the undersigned (the “Seller”) to Buyer of 23,100 shares (the “Class A Shares”) of Class A Common Stock, par value $0.01 per share, of Ecology and Environment Inc., a New York corporation (the “Company”), including the preparation and negotiation of the Stock Purchase Agreement by and between the Seller and the Buyer executed immediately prior hereto (the “Purchase Agreement”) and related due diligence. These efforts have been undertaken by the Buyer in light of the Buyer’s expectation that, if there were to be a purchase of the Company on or before the third anniversary of the Closing, the Buyer (or an affiliate of the Buyer) would be the purchaser of the Company. Capitalized terms used but not defined herein shall have the respective meanings given to them in the Purchase Agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • June 24th, 2016 • Mill Road Capital II, L.P. • Household audio & video equipment
Re: Commitment Letter for Acquisition of R.G. Barry CorporationMerger Agreement • May 2nd, 2014 • Mill Road Capital II, L.P. • Footwear, (no rubber) • Delaware
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among MRGB Hold Co., a Delaware corporation (“Parent”), MRVK Merger Co., an Ohio corporation (“Merger Sub”), and R.G. Barry Corporation, an Ohio corporation (the “Company”), pursuant to which Merger Sub will be merged with and into the Company (the “Merger”). This commitment letter is being delivered to Parent to induce the Company to enter into the Merger Agreement. Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • December 16th, 2013 • Mill Road Capital II, L.P. • Cutlery, handtools & general hardware
SPONSOR GUARANTEE [DATE], 2016Sponsor Guarantee • July 25th, 2016 • Mill Road Capital II, L.P. • Household audio & video equipment • Delaware
This Sponsor Guarantee (this “Guarantee”) is made and entered into as of the date set forth above by Mill Road Capital II, L.P., a Delaware limited partnership (the “Guarantor”), in favor and for the benefit of Skullcandy, Inc., a Delaware corporation (the “Company”). Capitalized terms used in this Guarantee but not otherwise defined herein have the respective meanings given to such terms in that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Company, MRSK Hold Co., a Delaware corporation (“Parent”), and MRSL Merger Co., a Delaware corporation (“Acquisition Sub”).
