Papa Murphy's Holdings, Inc. Announces Upsizing and Pricing of Secondary Common Stock, Total 2.5M Shares at $17.55 From Company And Lee Equity Partners

Papa Murphy's Holdings, Inc.

(the "Company" or "Papa Murphy's") announced today the pricing of an underwritten secondary offering of a total of 2,500,000 shares of common stock of the Company by certain of the Company's stockholders, including affiliates of Lee Equity Partners (the "Selling Stockholders") at a price to the public of $17.55 per share. In addition, the Selling Stockholders in the offering have granted the underwriter an option to purchase up to 375,000 additional shares. The Selling Stockholders will receive all of the proceeds from this offering. No shares are being sold by management or the Company. The offering is expected to close on June 16, 2015, subject to customary closing conditions. Jefferies LLC is acting as the sole underwriter for the offering. The offering is being made only by means of a prospectus. A registration statement (including the prospectus) for the offering to which this communication relates has been declared effective by the SEC. You may obtain these documents for free by visiting EDGAR on the SEC's website at www.sec.gov. Alternatively, copies of the prospectus relating to the offering, when available, may be obtained from: Jefferies LLC, Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022, or by telephone at (877) 547-6340. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.