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”).
Gerhard J. Neumaier Testamentary Trust Under Article Fourth ALetter Agreement • July 23rd, 2015 • Mill Road Capital II, L.P. • 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. NeumaierLetter Agreement • July 23rd, 2015 • Mill Road Capital II, L.P. • 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
Kirsten Neumaier Shelly TODLetter Agreement • July 23rd, 2015 • Mill Road Capital II, L.P. • 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.
Ellen E. NeumaierLetter Agreement • July 23rd, 2015 • Mill Road Capital II, L.P. • 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.
Michael A. Shelly TODLetter Agreement • July 23rd, 2015 • Mill Road Capital II, L.P. • 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.
Kevin S. NeumaierLetter Agreement • July 23rd, 2015 • Mill Road Capital II, L.P. • 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.
