SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1 ) ¹

Build-A-Bear Workshop, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

120076104

(CUSIP Number)

J. Carlo Cannell

Cannell Capital LLC

245 Meriwether Circle

Alta, WY 83414

(307) 733-2284

(Name, Address and Telephone Number of Person

to Receive Notices and Communications)

February 9, 2016

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note.             Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 7 Pages)

______________________

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a current valid OMB control number.

CUSIP No. 120076104 Page 2 of 7 Pages

1	NAMES OF REPORTING PERSONS I.R.S. Identification Nos. of above persons (entities only) J. Carlo Cannell
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐ (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions) WC/OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)  ☐ or 2(e)  ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER* 1,340,175
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER* 1,340,175
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,340,175
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ (see instructions)
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 8.18%*
14	TYPE OF REPORTING PERSON IN

* Based on information set forth on the Form 10-Q of Build-A-Bear Workshop, Inc., (the “Company”) as filed with the Securities and Exchange Commission on November 12, 2015, there were 16,385,392 shares of Common Stock par value $0.01 per share (the “Shares”), of the Company issued and outstanding as of November 10, 2015.

   As of February 9, 2016 (the “Reporting Date”), the Cuttyhunk Master Portfolio (“Cuttyhunk”), Tristan Partners, L.P. (“Tristan”), the Tristan Offshore Fund Ltd. (“Tristan Offshore”), Tonga Partners, L.P. (“Tonga”), and sundry separately managed accounts, over which J. Carlo Cannell has investment discretion (the “Cannell SMAs” and collectively with Cuttyhunk, Tonga, Tristan and Tristan Offshore, the “Investment Vehicles”), held in the aggregate 1,340,175 Shares.

CUSIP No. 120076104 Page 3 of 7 Pages

   Cannell Capital LLC acts as the investment adviser to to Tonga, Tristan, Tristan Offshore, the Cannell SMAs, and the investor sub-advisor for Cuttyhunk. Mr. J. Carlo Cannell is the sole managing member of Cannell Capital LLC. The Reporting Person possesses the sole power to vote and to direct the disposition of the Shares held by the Investment Vehicles.

Item 1.   Security and Issuer
		The title of the class of equity securities to which this Schedule 13D relates is the Common Stock par value $0.01 per share of Build-A-Bear Workshop, Inc., a Delaware corporation. The address of the principal executive offices of the Company is 1954 Innerbelt Business Center Drive, St. Louis, MO 63114.
Item 2.   Identity and Background
	a)	The name of the Reporting Person is J. Carlo Cannell (the “Reporting Person”). The Reporting Person is the sole managing member of Cannell Capital LLC, an investment sub-advisor for the Cuttyhunk Master Portfolio and investment adviser to the Cannell SMAs and to the following entities: Tonga Partners, L.P. Tristan Partners, L.P. Tristan Offshore Fund, Ltd. Set forth in the attached Annex "A" and incorporated herein by reference is a listing of the directors, general partners, managing members and controlling persons of the Reporting Person and the Investment Vehicles (collectively, the “Covered Persons”), and sets forth the principal occupation, citizenship and principal place of business of each Covered Person.
	b)	The principal business address of the Reporting Person is: 245 Meriwether Circle Alta, WY 83414
	c)	The principal business of the Reporting Person is the performance of investment management and advisory services. The principal business of the Investment Vehicles is investment in securities.
	d)	Neither the Reporting Person, nor to the best of its knowledge, any of the Investment Vehicles, has, in the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
	e)	Neither the Reporting Person, nor to the best of its knowledge, any of the Investment Vehicles, has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.
	f)	The place of organization of the Reporting Person is as follows: The citizenship of each Covered Person is set forth on the attached Annex A and incorporated herein by reference. Mr. J. Carlo Cannell is the Managing Member of Cannell Capital LLC, a Wyoming limited liability company.
Item 3.   Source and Amount of Funds or Other Consideration
		The securities to which this statement relates were acquired by the Reporting Person using the working capital of each Investment Vehicle as follows: The Cuttyhunk Master Portfolio: $1,419,109 Tonga Partners, L.P.: $3,157,360 Tristan Partners, L.P.: $5,347,661 Tristan Offshore Fund, Ltd.: $2,607,168 Cannell Separately Managed Accounts: $2,244,626 The Investment Vehicles have invested an aggregate amount of approximately $14,775,925 in the Shares.

CUSIP No. 120076104 Page 4 of 7 Pages

Item 4.   Purpose of Transaction
	Mr. Cannell, on behalf of the Investment Vehicles, identified the Company as an entity satisfying each Investment Vehicle’s investment criteria. The Investment Vehicles acquired and continue to hold the Shares as a long-term investment. On February 9, 2016, Mr. Cannell sent a letter to the Company nominating two candidates for election as directors at the Company’s 2016 annual meeting. The letter is attached as Exhibit 99. Above and beyond the action summarized above, Mr. Cannell reserves the right to discuss various views and opinions with respect to the Company and its business plans with the Company or the members of its senior management. The discussion of such views and opinions may extend from ordinary day-to-day business operations to matters such as nominees for representation on the Company’s board of directors, senior management decisions and extraordinary business transactions. Mr. Cannell reserves the right to take such action as he may deem necessary from time to time to seek to maximize the value of the Shares. Such actions may include, but may not necessarily be limited to, pursuit of strategic initiatives to enhance shareholder value. In addition to the actions set forth above, Mr. Cannell may engage in any of the actions specified in Items 4(a) through 4(j) to the Schedule 13D general instructions. Except as set forth above, Mr. Cannell has no present plans or proposals that relate to or would result in any of the transactions described in Item 4 of Schedule 13D. Generally Cannell Capital supports the efforts, strategy, and changes instituted by the new officers of the Company.
Item 5.   Interest in Securities of the Issuer
	Based on information set forth in the Company’s Form 10-Q as filed with the Securities and Exchange Commission on November 12, 2015, there were 16,385,392 Common Shares issued and outstanding as of November 10, 2015. (a)  As of the Reporting Date, for the purposes of Reg. Section 240.13d-3, Cannell Capital LLC may be deemed to beneficially own 1,340,175 Shares, or approximately 8.18% of the Shares deemed issued and outstanding as of the Reporting Date. (b)  Cannell Capital LLC possesses the sole power to vote and to direct the disposition of the Shares held by the Investment Vehicles. (c)  The following table details the transactions during the sixty days on or prior to the Reporting Date in Shares, or securities convertible into, exercisable for or exchangeable for Shares, by Cannell Capital LLC or any other person or entity controlled by him or any person or entity for which he possesses voting or investment control over the securities thereof (each of which was effected in an ordinary brokerage transaction by Cannell Capital LLC on behalf of the Investment Vehicles).
	(No transactions)
Item 6.   Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
	None
Item 7.   Material to Be Filed as Exhibits
	Letter to the Corporate Secretary of Build-A-Bear Workshop, Inc. dated February 9, 2016. Filed as Exhibit 99

CUSIP No. 120076104 Page 5 of 7 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  February 17, 2016

Cannell Capital LLC

By:  /s/ J. Carlo Cannell                 

Name:  J. Carlo Cannell

Title:  Managing Member

CUSIP No. 120076104 Page 6 of 7 Pages

Annex "A"

MANAGERS AND GENERAL PARTNERS OF THE REPORTING PERSON AND THE INVESTMENT VEHICLES

The following sets forth the name, principal occupation, citizenship or jurisdiction of organization and principal place of business of the directors, general partners, managing members or controlling persons of the Reporting Person and the Investment Vehicles (the “Covered Persons”) indicated below:

J. Carlo Cannell
Name: Title or Relationship with Reporting Person: Principal Occupation or Employment: Citizenship or Jurisdiction of Organization: Principal Place of Business:	J. Carlo Cannell Managing Member Investment Management Wyoming, United States (1)
Cannell Capital LLC
Name: Title or Relationship with Reporting Person: Principal Occupation or Employment: Citizenship or Jurisdiction of Organization: Principal Place of Business:	J. Carlo Cannell Managing Member Investment Management Wyoming, United States (1)
Tonga Partners, L.P.
Name: Title or Relationship with Reporting Person: Principal Occupation or Employment: Citizenship or Jurisdiction of Organization: Principal Place of Business:	Cannell Capital LLC Investment Adviser and General Partner Investment Management Wyoming, United States (1)
The Cuttyhunk Master Portfolio
Name: Title or Relationship with Reporting Person: Principal Occupation or Employment: Citizenship or Jurisdiction of Organization: Principal Place of Business:	Cannell Capital LLC Investment Subadviser Investment Management Wyoming, United States (1)
Tristan Partners, L.P.
Name: Title or Relationship with Reporting Person: Principal Occupation or Employment: Citizenship or Jurisdiction of Organization: Principal Place of Business:	Cannell Capital LLC Investment Adviser and General Partner Investment Management Wyoming, United States (1)
Tristan Offshore Fund, Ltd.
Name: Title or Relationship with Reporting Person: Principal Occupation or Employment: Citizenship or Jurisdiction of Organization: Principal Place of Business:	Cannell Capital LLC Investment Adviser Investment Management Cayman Islands (2)

CUSIP No. 120076104 Page 7 of 7 Pages

Annex "B"

Agreement Regarding the Joint Filing of Schedule 13D

1)

Each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf each of them;

2)

Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

Dated:  February 17, 2016

By:  /s/ J. Carlo Cannell                 

Name:  J. Carlo Cannell

Cannell Capital LLC

By:  /s/ J. Carlo Cannell                 

Name:  J. Carlo Cannell

Title:  Managing Member

EX-99

Cannell Capital LLC

245 Meriwether Circle

Alta, WY 83414

☏ Tel (307) 733-2284 📠 Fax (307) 264-0600

✉ info@cannellcap.com

February 9, 2016

By Facsimile, Email and Overnight Courier
Corporate Secretary
Build-A-Bear Workshop
1954 Innerbelt Business Center Drive,
St. Louis, Missouri 63114

Re: Notice of Intention to Present Business and Nomination

Ladies and Gentlemen:

Tonga Partners, L.P., a Delaware limited partnership (the “Nominating Person”), is a stockholder of Build-A-Bear Workshop, a Missouri corporation (the “Company”). The term Nominating Person includes the term Proposing Person when referring to Build-A-Bear Workshop. As of the date hereof, the Nominating Person is the record holder of 1,000 shares of the Company’s common stock, par value $.01 per share (the “Common Stock”). In accordance with Article I of the Company’s Amended and Restated By-Laws dated August 12, 2004 (the “By-Laws”), the undersigned hereby notifies the Secretary of the Company of its intent to nominate (2) people for directorship (the “Nomination”) at the first Annual Meeting of Stockholders of the Company after the date hereof (the “Annual Meeting”).

All information set forth herein is as of the date hereof.

A. INFORMATION RELATING TO THE NOMINEES

As stated above, the Nominating Person is hereby providing notice of its intent to nominate Gus Halas (“Halas”) and Timothy E. Brog (“Brog” and together with Halas, the “Nominees”) at the Annual Meeting to stand for election to the Board of Directors of the Company.

It is the Nominating Person’s intention that the Nominees stand for election to replace two directors up for election by holders of Common Stock at the Annual Meeting. If the Company’s Board of Directors (the “Company Board”) fixes the number of nominees to be elected by holders of Common Stock at the Annual Meeting at other than two, the Nominating Person shall adjust the number of its nominees accordingly.

In accordance with Article I of the By-Laws, set forth below is: (A) all information with respect to the Nominees that would be required to be set forth in a stockholder’s notice pursuant to Section 11 of such Article if the Nominees were a Nominating Person, (B) all information relating to the Nominees that is required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (including the Nominees’ written consent to being named in the proxy statement as a nominee and to serving as a director if elected), and a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among the stockholder providing the notice (or, if different, the beneficial owner on whose behalf such notice is given) or any Nominating Person, on the one hand, and each Nominee, his or her respective affiliates and associates, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Item 404 under Regulation S-K if such stockholder or beneficial owner, as applicable, and/or such Nominating Person were the “registrant” for purposes of such rule and the proposed nominee were a director or executive officer of such registrant.

1.	WRITTEN CONSENT OF NOMINEES TO NOMINATION
	See Exhibit 1 - A and Exhibit 1- B attached hereto.
2.	NAME, AGE, BUSINESS ADDRESS AND RESIDENCE ADDRESS OF NOMINEES
		Nominee	Age	Business Address	Residence Address
		Gus Halas	64	38 Pheasant Run Place Danville, CA 94506	38 Pheasant Run Place Danville, CA 94506
		Timothy E. Brog	52	351 West Hill Road Stamford, CT 06902	351 West Hill Road Stamford, CT 06902
3.	PRINCIPAL OCCUPATION OR EMPLOYMENT OF THE NOMINEES
	Gus Halas, age 64, serves as a Director of Triangle Petroleum, Madalena Energy, Optimize Rx, School Specialty Inc., and Hooper Holmes. He is currently Consultant at Central Garden and Pet Company. He previously served as the President and Chief Executive Officer of Central Garden and Pet Company from 2011 to 2013. During this time, he increased the stock price by 40% and reduced the real estate footprint by 13%. He was the Chairman, President and Chief Executive Officer of T3 Energy Services from 2003 to 2009. As President, he acquired five companies and increased revenues from $67 million to $285 million annually. Prior to this, he was the President and Chief Executive Officer of Marley Cooling Tower Company from 2001 to 2002. He served as the President and Chief Executive Officer of Clore Automotive from 2002 to 2003. He was the President of Ingersoll-Dresser Pump Company from 1999 to 2000. Mr. Halas received his MBA from IMEDE in Switzerland in 1989 and B.S. from Virginia Polytechnic Institute in Virginia. His vast experience and knowledge managing diverse companies successfully position him as an ideal candidate to serve as Board Member of the Company.
	Timothy E. Brog, age 52, is the President of Locksmith Capital. He was the Chairman of the Board of Directors from June 2008 to February 2015, Chief Executive Officer from August 2010 to February 2015 and a director of Peerless Systems Corporation from July 2007. Mr. Brog was the Managing Director of Locksmith Capital Management LLC, the portfolio manager to Locksmith Value Opportunity Fund LP, from September 2007 to August 2010 and the Managing Director of E2 Investment Partners LLC, a special purpose vehicle to invest in Peerless, from March 2007 to July 2008. Mr. Brog was President of Pembridge Capital Management LLC, the portfolio manager of Pembridge Value Opportunity Fund LP, a deep value hedge fund, from June 2004 to September 2007. Mr. Brog was the Managing Director of The Edward Andrews Group Inc., a boutique investment bank from 1996 to 2007. From 1989 to 1995, Mr. Brog was a corporate finance and mergers and acquisitions associate of the law firm Skadden, Arps, Slate, Meagher & Flom LLP. Mr. Brog received a J.D. from Fordham University School of Law in 1989 and a B.A. from Tufts University in 1986. Mr. Brog is a Director of Eco-Bat Technologies Limited. Mr. Brog’s legal, investment banking, executive management and financial analysis experience position him well to serve as Board Member of the Company.
4.	CLASS AND NUMBER OF SHARES OF COMMON STOCK HELD OF RECORD AND BENEFICIALLY OWNED BY THE NOMINEES
	The following table sets forth the shares of Common Stock which the Nominees may be deemed to beneficially own as of the date hereof. The Nominees, each in his capacity as a director of the Nominating Person, may be deemed to beneficially own all of the shares of Common Stock owned by the Nominating Person. Each Nominee disclaims beneficial ownership of all such shares of Common Stock and does not otherwise own any shares of Common Stock as a record or beneficial owner.
		Nominee	Common Stock	Percent of Class
		Gus Halas	0	0
		Timothy E. Brog	0	0
	*Calculation of percentage is based on 16,385,392 shares of Common Stock outstanding, as reported in the Company’s most recent Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on November 12, 2015.
5.	OTHER INFORMATION REQUIRED BY THE PROXY RULES REGARDING THE NOMINEES
	Other information that would be required to be included in a Proxy Statement on Schedule 14A under the Exchange Act in connection with the solicitation of proxies for the election of the Nominees is set forth below. Item numbers correspond to the Items in Schedule 14A.
	Item 5 - Interests of Certain Persons in Matters to be Acted Upon
	(b) See Sections A.2., A.3. and A.4. above.
	During the past ten years, the Nominees have not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).   To the best of the knowledge of the Nominees and their associates, except for the shares of Common Stock set forth in Section A.4 above, none of such persons has been, within the past year, a party to any contract, arrangement or understanding with any person with respect to any shares of Common Stock of the Company, including but not limited to joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profits, division of losses or profits, or the giving or withholding of proxies.   Other than as set forth herein, neither the Nominees nor their associates own any shares of Common Stock of record but not beneficially. The Nominees do not own beneficially, directly or indirectly, any securities of any parent or subsidiary of the Company. Neither the Nominees nor their associates have any arrangement or understanding with any person with respect to (i) any future employment with the Company or its affiliates or (ii) any future transactions to which the Company or any of its affiliates may be a party.   No family relationships exist between the Nominees and any Company director or executive officer and the Nominees.   The Nominating Person reserves the right to retain one or more financial advisors or proxy solicitors, who may be considered participants in a solicitation under Regulation 14A of the Exchange Act.
	Item 6 - Voting Securities and Principal Holders Thereof
	(d) The information required by Item 403 of Regulation S-K with respect to the Nominee is set forth in Section A.4. above.
	Item 7 - Directors and Executive Officers
	(a) The information required by Instruction 4 to Item 103 of Regulation S-K with respect to the Nominees are set forth below:
	The Nominees are not involved in any material pending legal proceeding with respect to the Company.
	(b) The Information required by Items 401, 404(a) and (b), 405 and 407 (d)(4) and 407(d)(5) and 407(h) of Regulation S-K, with respect to the Nominees, is set forth below:
	Item 401:
	(c) Identification of Directors. The name and age of the Nominees are set forth above under Section A.2 above. There is no arrangement or understanding between the Nominees and any other person pursuant to which they were or have to be selected as a Nominee or director. The Nominees do not currently hold any position or office with the Company and have never served previously as a director of the Company.   (d) Family Relationships. No family relationship exists between the Nominees, on the one hand, and the Company, a director or executive officer of the Company, on the other hand.   (e) Business Experience. The principal occupation and business experience of the Nominees are set forth above under Section A.3   To the best knowledge of the Nominating Person, the Nominees and their associates, none of the corporations or organizations set forth above is otherwise a parent, subsidiary or other affiliate of the Company   Other than as set forth herein, the Nominees are not a director of any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) thereof, or any registered investment company under the Investment Company Act of 1940.   (f) Involvement in Certain Legal Proceedings.   The Nominees have not been the subject of any order, action or proceeding or otherwise involved in any of the events of the type described in Item 40 l (f).
	Item 404(a):
	Since the beginning of the Company’s last fiscal year, neither the Nominees nor any member of their immediate family has any material interest in any transaction, or has any material interest in a proposed transaction, to which the Company or any subsidiary of the Company was or is to be a party and in which the amount involved exceeded $120,000.
	Item 404 (b):
	The Nominees have not had during the Company’s last fiscal year any relationship with the Company or its subsidiaries of the type described in Item 404(b) of Regulation S-K.
	Item 8 - Compensation of Directors and Executive Officers
	The information required by Item 402 of Regulation S-K with respect to the Nominees and their associates is set forth below:   The Nominees have not received any compensation from the Company.
6.	DIRECT AND INDIRECT COMPENSATION AND OTHER MATERIAL MONETARY AGREEMENTS , ARRANGEMENTS AND UNDERSTANDINGS DURING THE PAST THREE YEARS, AND ANY OTHER MATERIAL RELATIONSHIPS, BETWEEN OR AMONG THE NOMINATING PERSON, ON THE ONE HAND, AND EACH NOMINEE
	Gus Halas   There is no relationship or material monetary agreement between or among the Nominating Person, on the one hand, and Mr. Halas or Mr. Brog.   Gus Halas   There is no relationship or material monetary agreement between or among the Nominating Person, on the one hand, and Mr. Brog or Mr. Halas.

B. INFORMATION REGARDING THE NOMINATING PERSON

1.	NAME AND ADDRESS OF THE NOMINATING PERSON   The name of the Nominating Person is Tonga Partners, L.P. The address of the Nominating Person is 245 Meriwether Circle, Alta, WY 83414. Mr. J. Carlo Cannell, is the Managing Member of Cannell Capital LLC, which serves as the General Partner of and investment advisor to Tonga Partners, L.P.
2.	CLASS AND NUMBER OF SHARES OF COMMON STOCK HELD OF RECORD AND BENEFICIALLY BY THE NOMINATING PERSON   As of the date hereof, the Nominating Person is the record holder of 1,000 shares of the Company’s Common Stock and the beneficial owner of a further 427,911 shares held in the street name. Clients advised by Tonga’s General Partner and investment advisor, Cannell Capital LLC, own in aggregate 1,340,175 shares, inclusive of Tonga’s holdings.
3.	CERTAIN AGREEMENTS AND ARRANGEMENTS   There is no formal agreement, arrangement or understanding with respect to the Nomination or Stockholder Proposal between the Nominating Person, any of its affiliates or associates, the Nominees and or others acting in concert with any of the foregoing, if any.   There is no agreement, arrangement or understanding (including any derivative or short position, profit interest, swap, option, warrant, convertible security, stock appreciation or similar right, hedging transaction, or borrowed or loaned shares) that has been entered into as of the date hereof by, or on behalf of, the Nominating Person, whether or not such instrument or right shall be subject to settlement in underlying shares of capital stock of the Company, the effect or intent of which is to mitigate loss to, manage risk or increase or decrease the share price for the benefit of, or increase or decrease the voting power of, the Nominating Person, with respect to shares of stock of the Company.   The Nominating Person does not own beneficially, directly or indirectly, any securities of any parent or subsidiary of the Company. To the knowledge of the Nominating Person, no affiliate of the Nominating Person owns any securities of the Company, except as set forth above in Section B.1.
4.	REPRESENTATIONS OF THE NOMINATING PERSON   The Nominating Person hereby represents that, in each case, as of the date hereof:
	(i)	The Nominating Person is a holder of record of stock of the Company entitled to vote at the Annual Meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination.
	(ii)	The Nominating Person may, in its sole discretion, determine to take one or more of the following actions: (A) deliver a proxy statement and form of proxy to holders of at least the percentage of the Company’s outstanding capital stock required to approve or adopt the Stockholder Proposal and/or elect the Nominees or (B) otherwise to solicit proxies or votes from stockholders in support of the Stockholder Proposal or Nomination. As of the date hereof, the Nominating Person is not part of a group with respect to any of the foregoing; however, the Nominating Person may, in its sole discretion determine to form a group with any other person or entity at a later date.
5.	DESCRIPTION OF ALL ARRANGEMENTS BETWEEN THE NOMINATING PERSON AND THE NOMINEES AND OTHER PERSONS PURSUANT TO WHICH THE NOMINATION IS BEING MADE   Other than what is set forth herein, there are no other arrangements.
6.	OTHER INFORMATION REQUIRED BY THE PROXY RULES REGARDING THE NOMINATING PERSON   Since the beginning of the Company’s last fiscal year, the Nominating Person has not had any material interest in any transaction, and has no material interest in any proposed transaction, to which the Company or any subsidiary of the Company was or is to be a party and in which the amount involved exceeds $120,000. The Nominating Person has not had during the Company’s last fiscal year any relationship with the Company or its subsidiaries of the type described in Item 404(b) of Regulation S-K.   The Nominating Person requests written notice as soon as practicable of any alleged defect in this Notice and reserves the right, following receipt of any such notice, to either challenge, or attempt as soon as practicable to cure, such alleged defect. The Nominating Person reserves the right to give further notice of additional business or nominations to be conducted or made at the Annual Meeting or other meeting of the Company’s stockholders, to revise the Stockholder Proposal or Nominations, or not to present any one or more of the Stockholder Proposals or Nominations.   The Nominating Person agrees to furnish such other information with respect to the Nominee as may reasonably be required by the Company to determine the eligibility of the Nominee to serve as a director of the Company.   Nothing herein shall be deemed to be an admission that the Nominating Person, the Nominee or the beneficial owners of any of the shares of Common Stock held of record by any participants in any proxy solicitation by the Nominating Person pursuant to Regulation 14A under the Exchange Act, constitute a “group” within the meaning of Section 13(d) of the Exchange Act or the rules and regulations thereunder or of any provision of the Delaware General Corporation Law.   Please direct any questions regarding the information included in this Notice to Mr. J. Carlo Cannell, Managing Member of Cannell Capital LLC and Investment Advisor to Tonga Partners, L.P, 245 Meriwether Circle, Alta, Wyoming 83414. Electronic copies of such correspondence should be directed to info@cannellcap.com

IN WITNESS WHEREOF, the Nominating Person has caused this Notice to be duly executed on this 9th day of February, 2016.

TONGA PARTNERS, L.P.

By:  /s/ J. Carlo Cannell                 

J. Carlo Cannell

Managing Member of Cannell Capital LLC
The General Partner of Tonga Partners, L.P.

Exhibit 1-A Form of Nominee Consent
 
Consent to Serve as Director of Build-A-Bear Workshop
 
To: Corporate Secretary of Build-A-Bear Workshop
 
The undersigned herby consents (i) to be nominated for election to the Board of Directors of Build-A-Bear Workshop (the “Company”), (ii) to serve as a director of the Company, if he is duly elected by the stockholders thereof, and (iii) to the reference to his name in the Proxy Statement of Build-A-Bear Workshop, and any amendments thereto, in connection with the Annual Meeting of Stockholders of the Company, as a person nominated to serve as a director of the Company.
 
Dated the 5^th day of February, 2016
 

 
 /s/ Gus Halas   
Gus Halas

Exhibit 1-B Form of Nominee Consent
 
Consent to Serve as Director of Build-A-Bear Workshop
 
To: Corporate Secretary of Build-A-Bear Workshop
 
The undersigned herby consents (i) to be nominated for election to the Board of Directors of Build-A-Bear Workshop (the “Company”), (ii) to serve as a director of the Company, if he is duly elected by the stockholders thereof, and (iii) to the reference to his name in the Proxy Statement of Build-A-Bear Workshop, and any amendments thereto, in connection with the Annual Meeting of Stockholders of the Company, as a person nominated to serve as a director of the Company.
 
Dated the 4^th day of February, 2016
 

 
 /s/ Timothy E. Brog    
Timothy E. Brog