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Papa Murphy's Holdings, Inc. Announces Secondary Common Stock Offering

VANCOUVER, Wash., June 10, 2015 (GLOBE NEWSWIRE) -- Papa Murphy's Holdings, Inc. (Nasdaq:FRSH) (the "Company" or "Papa Murphy's") announced today that certain of its stockholders, including affiliates of Lee Equity Partners (the "Selling Stockholders"), intend to offer for sale in an underwritten secondary offering 2,000,000 shares of the common stock of the Company, pursuant to the Company's shelf registration statement filed with the Securities and Exchange Commission (the "SEC"). The Selling Stockholders in the offering have granted the underwriter an option to purchase up to 300,000 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 will act as the sole underwriter for the offering.

A registration statement (including a prospectus) for the offering to which this communication relates has been declared effective by the SEC. Before you invest, you should read the prospectus included in that registration statement, the preliminary prospectus supplement and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may obtain these documents for free by visiting EDGAR on the SEC's website at www.sec.gov. Alternatively, copies of the prospectus supplement and accompanying 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.

About Papa Murphy's

Papa Murphy's is a franchisor and operator of the largest Take 'N' Bake pizza chain in the United States, selling fresh, hand-crafted pizzas ready for customers to bake at home. The Company was founded in 1981 and currently operates over 1,400 franchised and corporate-owned fresh pizza stores in 38 States, Canada and United Arab Emirates. Papa Murphy's core purpose is to bring all families together through food people love with a goal to create fun, convenient and fulfilling family dinners. In addition to scratch-made pizzas, the company offers a growing menu of grab 'n' go items, including salads, sides and desserts.

Forward-Looking Statements

Certain statements made in this press release may constitute "forward-looking statements" within the meaning of the federal securities laws. Forward-looking statements can be identified by words such as "anticipates," "intends," "plans," "seeks," "believes," "estimates," "expects" and similar references to future periods, or by the inclusion of forecasts or projections. Forward-looking statements are based on the Company's current expectations and assumptions regarding its business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, the Company's actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national or global political, economic, business, competitive, market and regulatory conditions, including the highly competitive nature of the limited service restaurant pizza category and restaurant sector overall; changes in consumer preferences, consumption habits and perceptions as well as changes in regulations; the Company's dependence on its relationship with its franchise owners and the success of their existing and new stores; the Company's ability to increase revenues by opening new domestic and international franchise and company-owned stores on a timely basis; the Company's ability to identify, recruit and contract with a sufficient number of qualified franchise owners; the Company's ability to manage the planned rapid increase in the number of our stores; opening new stores in existing markets may negatively affect sales at existing stores, and new stores may not be profitable; risks associated with expansion into international markets; damage to the Company's reputation or the Papa Murphy's brand; the Company's dependence on key members of its management team; the other factors that are described under "Risk Factors" in the prospectus supplement and the Company's Annual Report on Form 10-K for the fiscal year ended December 29, 2014. Additional information regarding these factors is contained in the "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections and other sections of the Company's Annual Report on Form 10-K for the fiscal year ended December 29, 2014 and Quarterly Report on Form 10-Q for the three months ended March 30, 2015, as such factors may be updated from time to time in its other periodic filings with the SEC, which are accessible on the SEC's website at www.sec.gov and which may be obtained by writing or telephoning the Company at: Papa Murphy's Holdings, Inc., 8000 NE Parkway Drive, Suite 350, Vancouver, WA 98662, (360) 260-7272, Attn: Investor Relations.

The Company cautions you against relying on any forward-looking statements. Any forward-looking statements made by the Company in this release speak only as of the date on which it was made. Factors or events that could cause the Company's actual results to differ may emerge from time to time, and it is not possible for the Company to predict all of them. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

CONTACT: Investor Contact: Fitzhugh Taylor, ICR fitzhugh.taylor@icrinc.com 877-747-7272 Media Contact: Jessica Liddell, ICR jessica.liddell@icrinc.com 203-682-8208

Source:Papa Murphy's Holdings, Inc.