COOPERATION AGREEMENTCooperation Agreement • December 21st, 2017 • Papa Murphy's Holdings, Inc. • Retail-eating places • Delaware
This COOPERATION AGREEMENT (this “Agreement”) is made and entered into as of December 21, 2017, by and among Papa Murphy’s Holdings, Inc., a Delaware corporation (the “Company”), MFP Partners, L.P., a Delaware limited partnership (collectively with its Affiliates and Associates, “MFP”), Misada Capital Holdings, LLC, a Delaware limited liability company (collectively with its Affiliates and Associates, “Misada” and together with MFP, the “Stockholders”), Alexander C. Matina (the “MFP Designee”) and Noah A. Elbogen (the “Misada Designee” and, together with the MFP Designee, the “Designees”). The Company, MFP and Misada are each herein referred to as a “party” and collectively, the “parties.”
Papa Murphy’s Holdings, Inc.Letter Agreement • December 21st, 2017 • Papa Murphy's Holdings, Inc. • Retail-eating places • Delaware
This letter agreement, dated December 21, 2017 (this “Agreement”), is with reference to that certain Cooperation Agreement, dated as of the date hereof (the “Cooperation Agreement”), by and among Papa Murphy’s Holdings, Inc., a Delaware corporation (the “Company”), MFP Partners, L.P., a Delaware limited partnership (collectively with its Affiliates and Associates, “MFP”), Misada Capital Holdings, LLC, a Delaware limited liability company (collectively with its Affiliates and Associates, “Misada” and, together with MFP, the “Stockholders”), Alexander C. Matina and Noah A. Elbogen. The Company, MFP, Misada and LEP Papa Murphy’s Holdings, LLC, a Delaware limited liability company (collectively with its Affiliates and Associates, “Lee Equity”) are each herein referred to as a “party” and collectively, the “parties.” Capitalized terms used and not otherwise defined herein have the meanings given to such terms in the Cooperation Agreement.
