SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 10)1

Jamba, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

47023A309

(CUSIP Number)

GLENN W. WELLING

ENGAGED CAPITAL, LLC

610 Newport Center Drive, Suite 250

Newport Beach, California 92660

(949) 734-7900

STEVE WOLOSKY

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

December 5, 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.

_______________

1              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).

CUSIP NO. 47023A309

1	NAME OF REPORTING PERSON Engaged Capital Flagship Master Fund, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,984,785
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,984,785
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,984,785
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.9%
14	TYPE OF REPORTING PERSON PN

2

CUSIP NO. 47023A309

1	NAME OF REPORTING PERSON Engaged Capital Flagship Fund, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,984,785
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,984,785
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,984,785
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.9%
14	TYPE OF REPORTING PERSON PN

3

CUSIP NO. 47023A309

1	NAME OF REPORTING PERSON Engaged Capital Flagship Fund, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,984,785
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,984,785
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,984,785
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.9%
14	TYPE OF REPORTING PERSON CO

4

CUSIP NO. 47023A309

1	NAME OF REPORTING PERSON Engaged Capital, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 2,215,767
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 2,215,767
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,215,767
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.5%
14	TYPE OF REPORTING PERSON OO

5

CUSIP NO. 47023A309

1	NAME OF REPORTING PERSON Engaged Capital Holdings, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 2,215,767
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 2,215,767
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,215,767
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.5%
14	TYPE OF REPORTING PERSON OO

6

CUSIP NO. 47023A309

1	NAME OF REPORTING PERSON Glenn W. Welling
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX 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 2,226,022
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 2,226,022
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,226,022*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.5%
14	TYPE OF REPORTING PERSON IN

* Includes 10,255 Shares beneficially owned directly by Mr. Welling.

7

CUSIP NO. 47023A309

The following constitutes Amendment No. 10 to the Schedule 13D filed by the undersigned (“Amendment No. 10”).  This Amendment No. 10 amends the Schedule 13D as specifically set forth herein.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The Shares owned by Engaged Capital Flagship Master and held in the Engaged Capital Account were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as has been previously otherwise noted. The aggregate purchase price of the 1,984,785 Shares beneficially owned by Engaged Capital Flagship Master is approximately $23,845,414, including brokerage commissions. The aggregate purchase price of the 230,982 Shares held in the Engaged Capital Account is approximately $2,775,856, including brokerage commissions.

The Shares owned directly by Mr. Welling represent Shares acquired upon the vesting of Restricted Stock Units granted to Mr. Welling and Shares awarded to Mr. Welling, in each case in his capacity as a director of the Issuer. Mr. Welling directly owns 10,255 Shares and 2,648 unvested Restricted Stock Units, each representing a contingent right to receive one Share.

Item 5. Interest in Securities of the Issuer.

Items 5(a) – (c) are hereby amended and restated to read as follows:

(a)           The aggregate percentage of Shares reported owned by each person named herein is based upon 15,329,813 Shares outstanding as of October 31, 2016, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2016.

As of the close of business on December 6, 2016, Engaged Capital Flagship Master beneficially owned 1,984,785 Shares, constituting approximately 12.9% of the Shares outstanding.  Each of Engaged Capital Fund and Engaged Capital Offshore, as feeder funds of Engaged Capital Flagship Master, may be deemed to beneficially own the 1,984,785 Shares owned by Engaged Capital Flagship Master, constituting approximately 12.9% of the Shares outstanding.

As of the close of business on December 6, 2016, 230,982 Shares were held in the Engaged Capital Account, constituting approximately 1.5% of the Shares outstanding.

As of the close of business on December 6, 2016, Mr. Welling directly beneficially owned 10,255 Shares, constituting less than 1% of the Shares outstanding.

Engaged Capital, as the general partner and investment adviser of Engaged Capital Flagship Master and the investment adviser of the Engaged Capital Account, may be deemed to beneficially own the 2,215,767 Shares owned in the aggregate by Engaged Capital Flagship Master and held in the Engaged Capital Account, constituting approximately 14.5% of the Shares outstanding.  Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the 2,215,767 Shares owned in the aggregate by Engaged Capital Flagship Master and held in the Engaged Capital Account, constituting approximately 14.5% of the Shares outstanding.  Mr. Welling, as the Founder and CIO of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the 2,215,767 Shares owned in the aggregate by Engaged Capital Flagship Master and held in the Engaged Capital Account, which, together with the Shares he directly beneficially owns, constitutes an aggregate of 2,226,022 Shares, constituting approximately 14.5% of the Shares outstanding.

8

CUSIP NO. 47023A309

Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

(b)           By virtue of their respective positions with Engaged Capital Flagship Master, each of Engaged Capital Fund, Engaged Capital Offshore, Engaged Capital, Engaged Holdings and Mr. Welling may be deemed to have sole power to vote and dispose of the Shares reported owned by Engaged Capital Flagship Master.

By virtue of their respective positions with the Engaged Capital Account, each of Engaged Capital, Engaged Holdings and Mr. Welling may be deemed to have sole power to vote and dispose of the Shares held in the Engaged Capital Account.

Mr. Welling has the sole power to vote and dispose of the Shares directly owned by him.

(c)           Schedule A annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons during the past 60 days.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

On December 5, 2016, Engaged Capital, on behalf of certain of its affiliates, entered into a Purchase Trading Plan Agreement (the “Agreement”) with Mutual Securities, Inc. (“MSI”) for the purpose of establishing a trading plan to effect purchases of Shares of the Issuer in compliance with all applicable laws, including, without limitation, Section 10(b) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, including, but not limited to, Rule 10b5-1.

Shares purchased pursuant to the Agreement may only be purchased in accordance with trading requirements adopted by Engaged Capital, and there can be no assurance as to how many Shares, if any, will be purchased pursuant to the Agreement or at what price any such Shares will be purchased.

A copy of the Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibit:

99.1 Purchase Trading Plan Agreement, dated December 5, 2016.

9

CUSIP NO. 47023A309

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  December 6, 2016

Engaged Capital Flagship Master Fund, LP
By:	Engaged Capital, LLC General Partner
By:	/s/ Glenn W. Welling
	Name:	Glenn W. Welling
	Title:	Founder and Chief Investment Officer

Engaged Capital Flagship Fund, LP
By:	Engaged Capital, LLC General Partner
By:	/s/ Glenn W. Welling
	Name:	Glenn W. Welling
	Title:	Founder and Chief Investment Officer

Engaged Capital Flagship Fund, Ltd.
By:	/s/ Glenn W. Welling
	Name:	Glenn W. Welling
	Title:	Director

Engaged Capital, LLC
By:	/s/ Glenn W. Welling
	Name:	Glenn W. Welling
	Title:	Founder and Chief Investment Officer

Engaged Capital Holdings, LLC
By:	/s/ Glenn W. Welling
	Name:	Glenn W. Welling
	Title:	Sole Member

/s/ Glenn W. Welling

Glenn W. Welling

10

CUSIP NO. 47023A309

SCHEDULE A

Transactions in Securities of the Issuer During the Past Sixty Days

Nature of the Transaction Securities Purchased/(Sold) Price Per Share($) Date of Purchase / Sale

ENGAGED CAPITAL FLAGSHIP MASTER FUND, LP

Purchase of Common Stock	73,688	10.0427	12/01/2016
Purchase of Common Stock	1,000	10.1100	12/01/2016
Purchase of Common Stock	6,320	10.0541	12/01/2016
Purchase of Common Stock	45,513	10.1783	12/02/2016
Purchase of Common Stock	2,700	10.1195	12/02/2016
Purchase of Common Stock	100	10.1400	12/02/2016
Purchase of Common Stock	5,679	10.1714	12/05/2016

EX-99.1

Exhibit 99.1

STOCK PURCHASE PLAN

Engaged Capital, LLC (the “Manager”) on behalf of Engaged Capital Flagship Master Fund, LP and such other investment fund(s) that the Manager may be contracted to advise over the term of the Purchase Plan (collectively the “Funds”), as of December 5, 2016, has entered into this Stock Purchase Plan (the “Purchase Plan”) in order to purchase common stock (“Stock”) of  Jamba, Inc. (the “Issuer”) pursuant to the requirements of and in conformity with the provisions of Rule 10b5-1 (“Rule 10b5-1”) and Rule 10b-18 (“Rule 10b-18”) promulgated under the Securities Exchange Act of 1934, as amended.

The Manager requests that Mutual Securities, Inc. (“MSI”) executes the Purchase Plan pursuant to the following:

1. Starting on December 15, 2016, purchase shares of Stock pursuant to the written instructions on Appendix A on a “not held” basis.

2. MSI will use reasonable efforts to effect all open-market purchases pursuant to this Purchase Plan in accordance with the provisions of Rule 10b-18.  MSI will advise the Manager of all purchases executed under this Purchase Plan pursuant to the customary trade confirmation promptly after the execution of such transactions, including sufficient information to permit Manager to timely prepare and make all filings required under sections 13(d), 13(g) and 16 of the Securities Exchange Act of 1934, as amended.

3. This Purchase Plan will terminate upon the earliest of:

i. the opening of the trading day immediately following the receipt by MSI of written notice by the Manager of termination of the Purchase Plan;

ii. the date MSI becomes aware of the commencement of any voluntary or involuntary case or other proceeding seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or similar law or seeking the appointment of a trustee, receiver or other similar official, in each case with respect to the Manager or any of the Funds or the Issuer or the taking of any corporate action by the Manager or the Issuer to authorize or commence any of the foregoing;

iii. the date the Manager, the Issuer or any other person publicly announces a tender or exchange offer with respect to the Stock or a merger, acquisition, reorganization, recapitalization or other similar business combination or transaction as a result of the consummation of which the Stock would be exchanged or converted into cash, securities or other property.

iv. the Manager’s or MSI’s reasonable determination that: (a) the Purchase Plan does not comply with Rule 10b5-1 or other applicable securities laws; or (b) the Manager or the Funds have not, or MSI has not, complied with the Purchase Plan, Rule 10b5-1 or other applicable securities laws.

v. end of trading day on May 12, 2017.

4. Any transaction pending at the time that this Purchase Plan is terminated shall be completed and MSI shall receive the commission set forth in paragraph 5 below.

5. The Funds will pay MSI a commission equal to $0.02 per share pursuant to this Purchase Plan.

6. MSI must suspend purchases of shares of Stock under this Purchase Plan on a particular day for any of the following reasons:

i. A day specified by the Purchase Plan is not a day on which the shares of Stock trade regular way on the listing exchange or primary market center;

ii. Trading of the shares of Stock on the listing exchange or the primary market center is suspended for any reason; or

iii. MSI cannot effect a purchase of shares of Stock due to legal, regulatory or contractual restrictions applicable to it or the Manager or the Funds (including without limitation, Regulation M, Rule 10b-5 or Rule 10b-18).

iv. In the event that the Issuer, in its sole discretion, deems such suspension necessary and advisable, including suspensions necessary to comply with trading restrictions imposed in connection with any lock-up agreement required in connection with a securities issuance transaction or other similar events.

MSI will resume purchases in accordance with Paragraph 1 and 2 and this Purchase Plan on the next day specified in the Purchase Plan after the condition causing the suspension of purchases has been resolved to the satisfaction of MSI and the Manager.

7. This Purchase Plan may be modified, amended or terminated by the Manager provided that (a) such modification is (i) in writing, (ii) made in good faith and not as part of a scheme to evade the prohibitions of Rule 10b-5 or Rule 10b-18 and (iii) is in accordance with the terms of the Purchase Plan; and (b) at the time of such modification or amendment the Manager represents and warrants to MSI that it is not in possession of any non-public material information.

A.           The Manager’s Representations and Warranties

The Manager makes the following representations and warranties, each of which shall continue while this Purchase Plan is in effect and will survive the termination of this Purchase Plan:

i. At the time of the Manager’s and the Funds’ execution of this Purchase Plan, the Manager is not aware of any material, non-public information with respect to the Issuer or the Stock.  The Manager and the Funds are entering into this Purchase Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1, Rule 10b-18 or other applicable securities laws.

ii. Purchases of Stock under this Purchase Plan have been duly authorized by the Manager and are not prohibited by any legal, regulatory or contractual restriction or undertaking binding on the Manager, the Funds or the Issuer.  The Manager will inform MSI as soon as possible of any subsequent legal or contractual restrictions affecting the execution of the Purchase Plan by MSI or the Manager or the Funds, and of the occurrence of any event that would cause the Purchase Plan to be suspended or to end as contemplated in paragraphs 3 and 6.

iii. The Manager agrees not to enter into or alter any corresponding or hedging transaction with respect to the Stock while this Purchase Plan remains in effect.

iv. If applicable, the Manager agrees to provide MSI with all necessary information regarding the Fund’s previous purchases, as may be required for MSI to calculate the Fund’s volume limitations under Rule 10b-18.

v. The Manager agrees to provide MSI any documents that it reasonably requests to effect this Purchase Plan, including but not limited to: (i) a W-9 for the Funds; (ii)  documentation of authority to implement the Purchase Plan by, among other things, engaging a broker-dealer to act as the Fund’s agent for such purposes, establishing and maintaining an account on behalf of the Funds for the Purchase Program and to transact in and instruct such broker or dealer on the account to effect the Purchase Plan (“Authorized Persons”).

vi. The Manager agrees that it will not take any action that would cause any purchase of Stock under this Purchase Plan not to comply with Rule 10b-18 or any other applicable law.

vii. The Manager agrees that it does not have authority, influence or control over any purchase of Stock effected by MSI pursuant to this Purchase Plan and will not attempt to exercise any such authority, influence or control.  The Manager agrees that it will not communicate any information relating to the Stock, the Issuer, the Manager or the Funds to any employee of MSI or its affiliates who are responsible for purchasing Stock in accordance with this Purchase Plan and during the time this Purchase Plan is in effect.

viii. The Manager acknowledges and agrees that the Purchase Plan is a “securities contract,” as such term is defined in Section 741(7) of Title 11 of the United States Code, as it may be amended (the “Bankruptcy Code”), entitled to all of the protections given such contracts under the Bankruptcy Code.

ix. This Purchase Plan constitutes the Manager and the Fund’s legal, valid and binding obligation enforceable against the Manager and the Funds in accordance with its terms.  There is no litigation, arbitration or other proceeding pending, or to the Manager’s knowledge threatened, that would prevent or interfere with the Manager or the Fund’s purchase of Stock under this Purchase Plan.

x. That MSI will be the Manager’s exclusive agent for the purchase of shares of Stock pursuant to this Purchase Plan and any other purchase program in the Issuer’s stock during the duration of this Purchase Plan.

xi. The Manager and the Fund’s agree to transfer funds for purchases of Stock that MSI makes on behalf of the Funds as set forth on Appendix B or upon request by MSI, but in no case later than the settlement date stipulated on the applicable trade confirmation.  Wire instructions are included on Appendix B and settlement related questions should be directed to the individuals listed on Appendix B.

xii. The Manager agrees to provide MSI with trade reporting and security delivery instructions, as outlined in Appendix B, for the daily trade reporting and account statements as well as the delivery of the Stock purchased by MSI on the Fund’s behalf.

B.           Indemnification and Limitation on Liability

i. The Manager and the Fund agree to indemnify and hold harmless MSI (and its directors, officers, employees and affiliates) from and against all claims, liabilities, losses, damages and expenses (including reasonable attorney’s fees and costs) in connection with the execution of this Purchase Plan arising out of or attributable to:  a.) any material breach by the Manager of this Purchase Plan (including the Manager’s representations and warranties), and b.) any violation by the Manager or the Funds of applicable laws or regulations.  The Manager and the Funds will have no indemnification obligations in the case of gross negligence or willful misconduct of MSI or any other indemnified person. This indemnification will survive the termination of this Purchase Plan.

ii. Notwithstanding any other provision herein, neither MSI, the Manager or the Funds will be liable for:

(1) Special, indirect, punitive, exemplary, or consequential damages, or incidental losses or damages or any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen.

(2) Any failure to perform or for any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”.

iii. The Manager acknowledges and agrees that MSI has not provided the Manager with any tax, accounting or legal advice with respect to this Purchase Plan, including whether the Manager or the Funds would be entitled to any of the affirmative defenses under Rule 10b5-1 or be provided a “safe harbor” from liability for manipulation under Section 9(a)(2) of the Exchange Act and Rule 10b-5 under the Exchange Act.

C.           Governing Law

This Purchase Plan will be governed by, and construed in accordance with, the laws of the State of New York, without regard to such State’s conflict of laws rules.

D.          Entire Agreement

This Purchase Plan (including any Appendices, Annexes or Exhibits) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes any previous or contemporaneous agreements, understandings, proposals or promises with respect thereto, whether written or oral.

E.           Assignment

This Purchase Plan and each party’s rights and obligations hereunder may not be assigned or delegated without the written permission of the other party and shall inure to the benefit of each party’s successors and permitted assigns, whether by merger, consolidation or otherwise.

F.           Notices

All required notifications to MSI under this Purchase Plan shall be made in writing, sent via e-mail and confirmed by telephone to:

Mutual Securities, Inc.

Attn:  Priya Ravishankar

Office:   212-520-2374

E-Mail:  priya.ravishankar@mutualsecurities.com

All required notifications to the Manager under this Purchase Plan shall be made in writing, sent via e-mail, and confirmed by telephone to:

David Demarest, COO,

Phone:  949-734-7815

E-Mail:  david@engagedcapital.com

 G.         Counterparts

This Purchase Plan may be executed in two or more counterparts and by facsimile signature.

Your execution of this agreement constitutes your representation that you are authorized by the Manager and the Funds to enter into this agreement and confirms your agreement with the foregoing.  Upon executing and returning one copy of this letter to the undersigned, this agreement shall become a binding agreement between the Manager, the Funds and Mutual Securities, Inc.

Engaged Capital, LLC
By:	/s/ Glenn W. Welling
Name:	Glenn W. Welling
Title:	Founder and Chief Investment Officer

Engaged Capital Flagship Master Fund, LP
By:	Engaged Capital, LLC General Partner
By:	/s/ Glenn W. Welling
Name:	Glenn W. Welling
Title:	Founder and Chief Investment Officer

ACKNOWLEDGED AND AGREED:
Mutual Securities, Inc.
By:	/s/ Julie Cohen
Name:	Julie Cohen
Title:	Chief Compliance Officer