0001193125-14-150750 Sample Contracts

FORM OF INDEMNIFICATION AGREEMENT
Form 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.

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PAPA MURPHY’S HOLDINGS, INC. Stock Option Agreement – Performance Vesting
Stock Option Agreement • April 21st, 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”).

Restricted Stock Agreement under the Papa Murphy’s Holdings, Inc. Amended 2010 Management Incentive Plan Time Vesting
Restricted 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.

STOCKHOLDER’S AGREEMENT DATED AS OF AMONG PAPA MURPHY’S HOLDINGS, INC. AND LEP PAPA MURPHY’S HOLDINGS, LLC
Stockholder’s Agreement • April 21st, 2014 • Papa Murphy's Holdings, Inc. • Retail-eating places • Delaware
SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT DATED AS OF AMONG PAPA MURPHY’S HOLDINGS, INC. AND THE STOCKHOLDERS PARTY HERETO
Stockholders’ Agreement • April 21st, 2014 • Papa Murphy's Holdings, Inc. • Retail-eating places • Delaware
PAPA MURPHY’S HOLDINGS, INC. Restricted Stock Agreement
Restricted 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”).

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”).

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