0001193125-14-132000 Sample Contracts

EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENT
Executive Employment and Non-Competition Agreement • April 4th, 2014 • Papa Murphy's Holdings, Inc. • Retail-eating places • Delaware

This EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENT (this “Agreement”), dated as of the 4th day of May, 2010, by and between PMI Holdings, Inc., a Delaware corporation (the “Company”), and Victoria T. Blackwell, a resident of Vancouver, Washington (the “Executive”).

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Papa Murphy’s International LLC Franchise Agreement
Franchise 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 AGREEMENT
Area 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:

TO: Janet Pirus FROM: Ken Calwell RE: Resignation of Employment and Separation Agreement DATE: June 3, 2013
Entire 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.

FIRST AMENDMENT TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AND NONCOMPETITION AGREEMENT
Employment 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:

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.

FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AND NONCOMPETITION AGREEMENT
Employment 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”).

STOCK REPURCHASE AND PUT OPTION AGREEMENT
Stock Repurchase and Put Option Agreement • April 4th, 2014 • Papa Murphy's Holdings, Inc. • Retail-eating places • Delaware

THIS STOCK REPURCHASE AND PUT OPTION AGREEMENT (the “Agreement”) is made and entered into as of July 29, 2011, by and among PAPA MURPHY’S HOLDINGS, INC., a Delaware corporation (the “Holdings”) and John Barr (the “Executive”).

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