0000929638-13-000677 Sample Contracts

2,500,000 Shares EINSTEIN NOAH RESTAURANT GROUP, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENT November 12, 2013

Underwriting Agreement • November 18th, 2013 • Greenlight Capital LLC • Retail-eating places • New York

• Contract Type
  Underwriting Agreement
• Filed
  November 18th, 2013
• Company
  Greenlight Capital LLC
• Industry
  Retail-eating places
• Jurisdiction
  New York

The stockholders of Einstein Noah Restaurant Group, Inc., a Delaware corporation (the “Company”) named in Schedule I hereto (each a “Selling Shareholder” and collectively, the “Selling Shareholders”), severally propose to sell to Morgan Stanley & Co. LLC (“Morgan Stanley”), as the sole underwriter (the “Underwriter”), an aggregate of 2,500,000 shares of common stock, par value $0.001 per share, of the Company (the “Shares”).