Form SC 13D ECOLOGY & ENVIRONMENT Filed by: Mill Road Capital II, L.P.

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July 23, 2015 4:30 PM EDT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

Ecology and Environment, Inc.

(Name of Issuer)

Class A Common Stock, $0.01 par value

(Title of Class of Securities)

278878103

(CUSIP Number)

Mill Road Capital II, L.P.

Attn: Thomas E. Lynch

382 Greenwich Avenue

Suite One

Greenwich, CT 06830

203-987-3500

With a copy to:

Peter M. Rosenblum, Esq.

Foley Hoag LLP

155 Seaport Blvd.

Boston, MA 02210

617-832-1151

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 13, 2015

(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 sent.

*	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).

13D


CUSIP No. 278878103		Page 2 of 14 Pages


1.	Names of reporting persons. Thomas E. Lynch
2.	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
3.	SEC use only
4.	Source of funds (see instructions) AF
5.	Check if disclosure of legal proceedings is required pursuant to Items 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
		8.	Shared voting power 431,475
		9.	Sole dispositive power
		10.	Shared dispositive power 431,475
11.	Aggregate amount beneficially owned by each reporting person 431,475
12.	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13.	Percent of class represented by amount in Row (11) 14.5%
14.	Type of reporting person (see instructions) HC; IN

13D


CUSIP No. 278878103		Page 3 of 14 Pages


1.	Names of reporting persons. Scott P. Scharfman
2.	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
3.	SEC use only
4.	Source of funds (see instructions) AF
5.	Check if disclosure of legal proceedings is required pursuant to Items 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
		8.	Shared voting power 431,475
		9.	Sole dispositive power
		10.	Shared dispositive power 431,475
11.	Aggregate amount beneficially owned by each reporting person 431,475
12.	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13.	Percent of class represented by amount in Row (11) 14.5%
14.	Type of reporting person (see instructions) HC; IN

13D


CUSIP No. 278878103		Page 4 of 14 Pages


1.	Names of reporting persons Mill Road Capital II GP LLC
2.	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
3.	SEC use only
4.	Source of funds (see instructions) AF
5.	Check if disclosure of legal proceedings is required pursuant to Items 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 431,475
		8.	Shared voting power
		9.	Sole dispositive power 431,475
		10.	Shared dispositive power
11.	Aggregate amount beneficially owned by each reporting person 431,475
12.	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13.	Percent of class represented by amount in Row (11) 14.5%
14.	Type of reporting person (see instructions) HC; OO

13D


CUSIP No. 278878103		Page 5 of 14 Pages


1.	Names of reporting persons. Mill Road Capital II, L.P.
2.	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
3.	SEC use only
4.	Source of funds (see instructions) WC
5.	Check if disclosure of legal proceedings is required pursuant to Items 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 431,475
		8.	Shared voting power
		9.	Sole dispositive power 431,475
		10.	Shared dispositive power
11.	Aggregate amount beneficially owned by each reporting person 431,475
12.	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13.	Percent of class represented by amount in Row (11) 14.5%
14.	Type of reporting person (see instructions) PN


CUSIP No. 278878103		Page 6 of 14 Pages

Item 1.

Security and Issuer

This joint statement on Schedule 13D relates to the Class A common stock, par value $0.01 per share (the “Common Stock”), of Ecology and Environment, Inc., a New York corporation (the “Issuer”). The address of the Issuer’s principal executive offices is 368 Pleasant View Drive, Lancaster, New York 14086.

Item 2.

Identity and Background

(a) This joint statement on Schedule 13D is being filed by Thomas E. Lynch, Scott P. Scharfman, Mill Road Capital II GP LLC, a Delaware limited liability company (the “GP”), and Mill Road Capital II, L.P., a Delaware limited partnership (the “Fund”). Each of the foregoing is referred to in this Schedule 13D as a “Reporting Person” and, collectively, as the “Reporting Persons.” Messrs. Lynch and Scharfman, Charles M. B. Goldman and Justin C. Jacobs are the management committee directors of the GP and, in this capacity, are referred to in this Schedule 13D as the “Managers.” The GP is the sole general partner of the Fund. Each of Messrs. Lynch and Scharfman has shared authority to vote and dispose of the shares of Common Stock reported in this Schedule 13D.

The Reporting Persons have entered into a Joint Filing Agreement dated July 23, 2015, a copy of which is filed as Exhibit 1 to this Schedule 13D, pursuant to which they have agreed to file this Schedule 13D jointly in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

(b) The business address of each of the Managers, and the address of the principal business and the principal office of the GP and the Fund, is 382 Greenwich Avenue, Suite One, Greenwich, CT 06830.

(c) The principal business of the GP is acting as the sole general partner of the Fund. The principal business of the Fund is investing in securities. The present principal occupation or employment of each Manager is as a management committee director of the GP and of Mill Road Capital Management LLC, a Delaware limited liability company (the “Management Company”), which provides advisory and administrative services to the GP and is located at 382 Greenwich Avenue, Suite One, Greenwich, CT 06830.

(d) None of the Managers, the GP and the Fund has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Managers, the GP and the Fund was, during the last five years, 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 judgment, decree or final order (1) enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or (2) finding any violation with respect to such laws.

(f) Each Manager is a citizen of the United States.


CUSIP No. 278878103		Page 7 of 14 Pages

Item 3.

Source and Amount of Funds or Other Consideration

The Reporting Persons acquired beneficial ownership of an aggregate of 431,475 shares of Common Stock for approximately $4.75 million using working capital from the Fund and the proceeds of margin loans under margin loan facilities maintained in the ordinary course of business by the Fund with a broker on customary terms and conditions. Of such shares, the Reporting Persons acquired beneficial ownership of (i) 71,475 shares of Common Stock for $790,534.45 and (ii) 360,000 shares of Common Stock pursuant to the Purchase Agreements (as defined below) for a base aggregate purchase price of $3.96 million, which price may increase upon an acquisition of the Issuer within three years of the closing, as more fully described in Item 6 below and the Purchase Agreements.

On May 29, 2015, the Fund entered into four separate Stock Purchase Agreements (the “Purchase Agreements”) for the purchase of an aggregate of 360,000 shares of Common Stock from the Sellers (as defined below). These agreements are attached hereto as Exhibits 4 through 7 and more fully described in Item 6 below.

Item 4.

Purpose of Transaction

The Reporting Persons have been following the Issuer for almost a decade and, in recent years, have had numerous meetings and conversations with members of the Board of Directors and management of the Issuer and its representatives to discuss the Issuer’s history, operations, financial results, accomplishments and prospects. Based on these discussions as well as their own research and analysis, the Reporting Persons believe that the Common Stock represents an attractive investment opportunity and accordingly have made purchases of Common Stock in the ordinary course of business.

The Reporting Persons believe that the Issuer, as a small publicly traded company, is materially constrained in its ability to create ongoing shareholder value. The Issuer is burdened by high regulatory costs associated with being a small publicly traded company. With its highly illiquid stock, the Issuer is limited in its ability to allow the founding generation of managers to exit some or all of its equity ownership while transitioning managerial responsibilities and providing greater equity ownership to the next generation of management. The Reporting Persons believe that one opportunity to address these challenges would be to pursue a going-private transaction, which could be structured to provide significant benefits to key stakeholders, including immediate liquidity for most stockholders at a significant premium to historical trading prices and the possibility that certain key members of management might be offered an opportunity to establish or maintain an ongoing equity interest in the Issuer.

In August 2014, the Fund sent a letter to the Chairman of the Board of the Issuer indicating that the Fund was interested in leading a going-private transaction and that the Fund would be prepared to offer to acquire the outstanding shares of the Issuer at a substantial premium to the then-current trading price of such shares. A copy of the letter is filed as Exhibit 17 to this Schedule 13D. The letter did not include a proposed purchase price and indicated that a further proposal would require additional due diligence, including discussions with certain senior managers of the Issuer. Since that time, representatives of the Reporting Persons have had numerous conversations with representatives of the Issuer regarding the potential for such a transaction as well as the Issuer’s business in general.


CUSIP No. 278878103		Page 8 of 14 Pages

On July 20, 2015, Mr. Jacobs, a Management Committee Director of the Management Company, had a conversation with the Chairman of the Board of the Issuer in which Mr. Jacobs indicated that the Fund may have an interest in acquiring all of the outstanding shares of the Issuer not owned by the Fund at a price in the range of $13.00 to $14.00 per share, based on the assumption that the Fund would be able to negotiate other terms and conditions of such an acquisition that would be acceptable to the Fund, including securing support for the transaction from the Issuer’s Board of Directors, management, key employees and stockholders. Any such transaction might be structured as a merger, tender offer, asset purchase or other form of transaction.

The Reporting Persons currently expect that they will seek to engage in discussions with the Board of Directors and management of the Issuer about the possibility that the Fund may submit a non-binding indication of interest in such a transaction, but any such indication of interest would be contingent upon satisfactory completion of the Fund’s further due diligence review and additional financial analysis. Topics subject to review may include, but are not limited to, the Issuer’s markets, operations, competitors, prospects, strategy, personnel, directors, ownership and capitalization. The submission of any such indication of interest would depend in part on the information made available to the Fund, the cooperation of management, the discovery of new information, the results of the Fund’s financial analysis and other factors, any or all of which could result in a decision to submit no indication of interest, to propose a lower price range, to impose additional terms and conditions or to pursue one or more alternative transactions.

If the Reporting Persons were to engage in any such transaction, they anticipate that, upon or following the consummation of any such transaction, (i) the Issuer’s Board of Directors would consist of persons selected by the Fund directly or indirectly as sole or majority stockholder of the Issuer, (ii) the Common Stock would cease to trade on any national securities exchange and would not be quoted in an inter-dealer quotation system of a registered national securities association, (iii) the Issuer would deregister the Common Stock under Section 12 of the Exchange Act and cease to file reports under Section 13 or 15(d) of the Exchange Act, (iv) the Issuer’s capitalization would change to facilitate the transaction and any related financing and (v) the Issuer’s dividend policy would change to facilitate any requirements of the Fund and any lenders.

The Reporting Persons intend to review continuously their equity interest in the Issuer. Depending upon their evaluation of the factors described above, one or more of the Reporting Persons may from time to time purchase additional securities of the Issuer, dispose of all or a portion of the securities then held by such Reporting Persons, or cease buying or selling such securities; any such additional purchases or sales of securities of the Issuer may be in the open market, in privately negotiated transactions or otherwise.

The Reporting Persons may also enter into confidentiality or similar agreements with the Issuer and, subject to such an agreement or otherwise, exchange information with the Issuer. The factors that the Reporting Persons may consider in evaluating their equity interest in the Issuer’s business include the following: (i) the Issuer’s business and prospects; (ii) the performance of the Common Stock and the availability of the Common Stock for purchase at particular price levels; (iii) the availability and nature of opportunities to dispose of the Reporting Persons’ interests; (iv) general economic conditions; (v) stock market conditions; (vi) other business and investment opportunities available to the Reporting Persons; and (vii) other plans and requirements of the Reporting Persons.


CUSIP No. 278878103		Page 9 of 14 Pages

Depending on their assessment of the foregoing factors, the Reporting Persons may, from time to time, modify their present intention as stated in this Item 4.

Except as set forth above and as described in Item 6 below, which is hereby incorporated by reference into this Item 4, the Reporting Persons intend to continuously review their options but do not have at this time any specific plans that would result in (a) the acquisition of additional securities of the Issuer or the disposition of securities of the Issuer; (b) any extraordinary corporate transactions such as a merger, reorganization or liquidation involving the Issuer or any of its subsidiaries; (c) any sale or transfer of a material amount of the assets of the Issuer or of any of its subsidiaries; (d) any change in the present management or Board of Directors of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Issuer’s Board of Directors; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) any change in the Issuer’s charter or by-laws that may impede the acquisition of control of the Issuer by any person; (h) the Issuer’s Common Stock being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to those enumerated above.

Item 5.

Interest in Securities of the Issuer

(a, b) The percentages of beneficial ownership reported in this Item 5, and on each Reporting Person’s cover page to this Schedule 13D, are based on a total of 2,981,337 shares of Common Stock, consisting of the sum of (i) 2,665,858 shares of Common Stock issued and outstanding as of June 1, 2015, as reported in the Issuer’s most recent quarterly report on Form 10-Q for the fiscal quarter ended May 2, 2015 and (ii) 315,479 shares of Common Stock that were issued after June 29, 2015 upon conversion of 315,479 shares of Class B common stock, par value $0.01 per share, of the Issuer (“Class B Common Stock”) by the Sellers in accordance with the Purchase Agreements. All of the share numbers reported below, and on each Reporting Person’s cover page to this Schedule 13D, are as of July 23, 2015, unless otherwise indicated. The cover page to this Schedule 13D for each Reporting Person is incorporated by reference in its entirety into this Item 5(a, b).

The Fund directly holds, and thus has sole voting and dispositive power over, 431,475 shares of Common Stock. The GP, as sole general partner of the Fund, also has sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the Fund, and each of Messrs. Lynch and Scharfman has the shared authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the GP.

As a result of the satisfaction on July 13, 2015 of certain conditions to the consummation of the purchase by the Fund of 360,000 shares of Common Stock pursuant to the Purchase Agreements, each of the Fund, the GP and Messrs. Lynch and Scharfman may be deemed to have acquired beneficial ownership of such shares on that date. The transactions contemplated by the Purchase Agreements were subsequently consummated as described in more detail in Item 5(c) below.


CUSIP No. 278878103		Page 10 of 14 Pages

Accordingly, each of the Reporting Persons beneficially owns or may be deemed to beneficially own an aggregate of 431,475 shares of Common Stock, or approximately 14.5% of the outstanding shares of Common Stock, and the Reporting Persons beneficially own or may be deemed to beneficially own, in the aggregate, 431,475 shares of Common Stock, or approximately 14.5% of the outstanding shares of Common Stock.

(c) As of July 13, 2015, each of the Reporting Persons may be deemed to have acquired beneficial ownership of 360,000 shares of Common Stock as a result of the satisfaction of certain conditions, set forth in the Purchase Agreements, to the consummation by the Fund of the purchase of such shares. Following the satisfaction of all of the conditions set forth in the Purchase Agreements, the Fund purchased such shares for a base purchase price equal to $11.00 per share plus certain other contingent consideration described more fully in Item 6 below and the Purchase Agreements. Specifically, the Fund purchased 81,521 shares of Common Stock on or about July 20, 2015, 35,081 shares of Common Stock on July 21, 2015 and 243,398 shares of Common Stock on July 22, 2015.

Except as set forth in the preceding sentence, no Reporting Person effected any transaction in shares of the Common Stock from May 24, 2015 (the date 60 days prior to the filing of this Schedule 13D) to July 23, 2015.

(d) No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of shares of the Common Stock.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The following description of certain agreements and other documents does not purport to be complete and is qualified in its entirety by reference to the terms and conditions of such agreements and other documents, copies of which are filed as Exhibits 4 through 16 to this Schedule 13D and are incorporated by reference in their entirety into this Item 6.

The Purchase Agreements

Together, the four separate Purchase Agreements provided for the purchase by the Fund from (a) the Trustees of the Gerhard J. Neumaier Testamentary Trust Under Article Fourth A and the Trustees of the Gerhard J. Neumaier Testamentary Trust Under Article Fourth B, (b) Kevin S. Neumaier, (c) Ellen E. Neumaier and (d) Kirsten Neumaier Shelly TOD and Michael A. Shelly TOD (each such seller being referred to in this Schedule 13D as a “Seller”) of an aggregate of 360,000 shares of Common Stock (the “Shares”). The base purchase price for the Shares was $11.00 per share, which was paid at the various closings of the transactions contemplated by the Purchase Agreements, as described in more detail in Item 5(c) above. If the Issuer is acquired within three years after such closing, the Purchase Agreements generally require the Fund to


CUSIP No. 278878103		Page 11 of 14 Pages

make an additional payment to the Sellers in an amount per Share equal to the excess of the price per share of Common Stock in such acquisition over such base purchase price per share (the “Make-Whole Amount”).

When the Purchase Agreements were executed, certain Sellers held shares of Class B Common Stock, which were convertible at the option of the holder into shares of Common Stock. In the Purchase Agreements, such Sellers agreed to convert shares of Class B Common Stock into shares of Common Stock, as necessary, in order to consummate the sale of the Shares pursuant to the Purchase Agreements. Prior to the sale of the Shares to the Fund, those Sellers converted an aggregate of 315,479 shares of Class B Common Stock into shares of Common Stock.

The Purchase Agreements contain customary representations, warranties, covenants and agreements. The consummation of the transactions contemplated by the Purchase Agreements was subject to the satisfaction of certain conditions, including the waiver, lapse or valid exercise of all rights pursuant to an agreement (the “Stockholders’ Agreement”) among certain stockholders of the Issuer, including Frank B. Silvestro, Ronald L. Frank and Gerald A. Strobel, to acquire any of the Shares. The Purchase Agreements provide that the Sellers are obligated to indemnify the Fund under certain circumstances based upon breaches by the Sellers of their representations, warranties, covenants or agreements in the Purchase Agreements.

In connection with the Purchase Agreements, the Fund entered into side letter agreements with each Seller (the “Side Letters”), and the relevant stockholders party to the Stockholders’ Agreement have executed and delivered a waiver of certain rights under the Stockholders’ Agreement (the “Waiver”) with respect to the transactions contemplated by certain of the Purchase Agreements, each of which is described below.

The Side Letters

Concurrently with the execution of the Purchase Agreements, each Seller entered into a Side Letter with the Fund. Pursuant to the Side Letters, each Seller agreed that if (i) the closing occurs under the Purchase Agreement between the Fund and such Seller or the number of shares of Common Stock available for sale to the Fund by such Seller pursuant to such Purchase Agreement is reduced to zero due to the valid exercise of the right of first refusal under the Stockholders’ Agreement and (ii) the Issuer is acquired (as more fully described in the Purchase Agreements) on or before the third anniversary of such closing by an acquirer other than the Management Company or any persons controlled, or whose investments are managed primarily, by the Management Company, then such Seller will pay to the Fund a termination fee equal to the product of the Make-Whole Amount and the number of shares being sold to the Fund by such Seller under the Purchase Agreement.

Waiver of Right of First Refusal

On July 13, 2015, the Reporting Persons received the Waiver executed by Frank B. Silvestro, Ronald L. Frank and Gerald A. Strobel. Pursuant to the Waiver, each of Frank B. Silvestro, Ronald L. Frank and Gerald A. Strobel irrevocably waived any rights that he had or may have had under the Stockholders’ Agreement, including a right of first refusal and a right of offer, to purchase certain of the Shares identified therein.


CUSIP No. 278878103		Page 12 of 14 Pages

Except as otherwise described in this Schedule 13D, including the Exhibits attached hereto, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) among the Reporting Persons, or between any Reporting Person(s) and any third party, with respect to any securities of the Issuer, including, but not limited to, those involving the transfer or voting of any of such securities, finder’s fees, joint ventures, loan or option arrangements, put or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Item 7.

Material to be Filed as Exhibits


Exhibit 1		Joint Filing Agreement by and among Thomas E. Lynch, Scott P. Scharfman, Mill Road Capital II GP LLC and Mill Road Capital II, L.P. dated as of July 23, 2015.

Exhibit 2		Confirming Statement of Thomas E. Lynch dated as of July 23, 2015.

Exhibit 3		Confirming Statement of Scott P. Scharfman dated as of July 23, 2015.

Exhibit 4		Stock Purchase Agreement by and among the Trustees of the Gerhard J. Neumaier Testamentary Trust Under Article Fourth A, the Trustees of the Gerhard J. Neumaier Testamentary Trust Under Article Fourth B and Mill Road Capital II, L.P. dated as of May 29, 2015.

Exhibit 5		Stock Purchase Agreement by and between Kevin S. Neumaier and Mill Road Capital II, L.P. dated as of May 29, 2015.

Exhibit 6		Stock Purchase Agreement by and between Ellen E. Neumaier and Mill Road Capital II, L.P. dated as of May 29, 2015.

Exhibit 7		Stock Purchase Agreement by and among Kirsten Neumaier Shelly TOD, Michael A. Shelly TOD and Mill Road Capital II, L.P. dated as of May 29, 2015.

Exhibit 8		Side Letter Agreement by and between the Gerhard J. Neumaier Testamentary Trust Under Article Fourth A and Mill Road Capital II, L.P. dated as of May 29, 2015.

Exhibit 9		Side Letter Agreement by and between the Gerhard J. Neumaier Testamentary Trust Under Article Fourth B and Mill Road Capital II, L.P. dated as of May 29, 2015.

Exhibit 10		Side Letter Agreement by and between Kevin S. Neumaier and Mill Road Capital II, L.P. dated as of May 29, 2015.

Exhibit 11		Side Letter Agreement by and between Kevin S. Neumaier and Mill Road Capital II, L.P. dated as of May 29, 2015.

Exhibit 12		Side Letter Agreement by and between Ellen E. Neumaier and Mill Road Capital II, L.P. dated as of May 29, 2015.


CUSIP No. 278878103		Page 13 of 14 Pages



Exhibit 13		Side Letter Agreement by and between Kirsten Neumaier Shelly TOD and Mill Road Capital II, L.P. dated as of May 29, 2015.

Exhibit 14		Side Letter Agreement by and between Michael A. Shelly TOD and Mill Road Capital II, L.P. dated as of May 29, 2015.

Exhibit 15		Verification of Conversion and Waiver of Rights by and among Frank B. Silvestro, Ronald L. Frank and Gerald A. Strobel dated as of July 8, 2015 with respect to the sale of certain shares by the Trustees of the Gerhard J. Neumaier Testamentary Trust Under Article Fourth A and the Trustees of the Gerhard J. Neumaier Testamentary Trust Under Article Fourth B.

Exhibit 16		Verification of Conversion and Waiver of Rights by and among Frank B. Silvestro, Ronald L. Frank and Gerald A. Strobel dated as of July 8, 2015 with respect to the sale of certain shares by Kevin S. Neumaier.

Exhibit 17		Letter from Mill Road Capital Management, LLC to Frank B. Silvestro, the Chairman of the Board of Ecology and Environment, Inc., dated as of August 11, 2014.

[signature pages follow]


CUSIP No. 278878103		Page 14 of 14 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.


DATE:		July 23, 2015

MILL ROAD CAPITAL II, L.P.

By:		Mill Road Capital II GP LLC,
		its General Partner

By:		/s/ Thomas E. Lynch
		Thomas E. Lynch
		Chairman and Management Committee Director

MILL ROAD CAPITAL II GP LLC

By:		/s/ Thomas E. Lynch
		Thomas E. Lynch
		Chairman and Management Committee Director

THOMAS E. LYNCH

/s/ Thomas E. Lynch
Thomas E. Lynch

SCOTT P. SCHARFMAN

/s/ Scott P. Scharfman
Scott P. Scharfman


CUSIP No. 278878103		Page 1 of 1 Page

Exhibit 1

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree, as of July 23, 2015, that only one statement containing the information required by Schedule 13D, and each amendment thereto, need be filed with respect to the ownership by each of the undersigned of shares of Class A common stock of Ecology and Environment, Inc., a New York corporation, and such statement to which this Joint Filing Agreement is attached as Exhibit 1 is filed on behalf of each of the undersigned.


MILL ROAD CAPITAL II, L.P.

By:		Mill Road Capital II GP LLC,
		its General Partner

By:		/s/ Thomas E. Lynch
		Thomas E. Lynch
		Chairman and Management Committee Director

MILL ROAD CAPITAL II GP LLC

By:		/s/ Thomas E. Lynch
		Thomas E. Lynch
		Chairman and Management Committee Director

THOMAS E. LYNCH

/s/ Thomas E. Lynch
Thomas E. Lynch

SCOTT P. SCHARFMAN

/s/ Scott P. Scharfman
Scott P. Scharfman


CUSIP No. 278878103		Page 1 of 1 Page

Exhibit 2

CONFIRMING STATEMENT

This Statement confirms that the undersigned has authorized and designated Charles M. B. Goldman, Scott P. Scharfman and Justin C. Jacobs, each acting singly, to execute and file on the undersigned’s behalf all Forms 3, 4 and 5 and Schedule 13D (including any amendments thereto) that the undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of the undersigned’s ownership of or transactions in securities of Ecology and Environment, Inc., a New York corporation. The authority of Charles M. B. Goldman, Scott P. Scharfman and Justin C. Jacobs under this Statement shall continue until the undersigned is no longer required to file any of Forms 3, 4 and 5 and Schedule 13D with regard to the undersigned’s ownership of or transactions in securities of Ecology and Environment, Inc. unless earlier revoked in writing. The undersigned acknowledges that Charles M. B. Goldman, Scott P. Scharfman and Justin C. Jacobs are not assuming any of the undersigned’s responsibilities to comply with Section 16 or Section 13 of the Securities Exchange Act of 1934, as amended.


Dated: July 23, 2015				/s/ Thomas E. Lynch
				Thomas E. Lynch


CUSIP No. 278878103		Page 1 of 1 Page

Exhibit 3

CONFIRMING STATEMENT

This Statement confirms that the undersigned has authorized and designated Thomas E. Lynch, Charles M. B. Goldman and Justin C. Jacobs, each acting singly, to execute and file on the undersigned’s behalf all Forms 3, 4 and 5 and Schedule 13D (including any amendments thereto) that the undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of the undersigned’s ownership of or transactions in securities of Ecology and Environment, Inc., a New York corporation. The authority of Thomas E. Lynch, Charles M. B. Goldman and Justin C. Jacobs under this Statement shall continue until the undersigned is no longer required to file any of Forms 3, 4 and 5 and Schedule 13D with regard to the undersigned’s ownership of or transactions in securities of Ecology and Environment, Inc. unless earlier revoked in writing. The undersigned acknowledges that Thomas E. Lynch, Charles M. B. Goldman and Justin C. Jacobs are not assuming any of the undersigned’s responsibilities to comply with Section 16 or Section 13 of the Securities Exchange Act of 1934, as amended.


Dated: July 23, 2015				/s/ Scott P. Scharfman
				Scott P. Scharfman

Exhibit 4

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this “Agreement”) is entered into as of May 29, 2015 by and among the parties listed on the Schedule of Sellers (the “Schedule of Sellers”) attached as Schedule A hereto (each, a “Seller” and collectively, the “Sellers”), located at the respective addresses of the Sellers set forth below their names on the Schedule of Sellers, and Mill Road Capital II, L.P., a Delaware limited partnership located at 382 Greenwich Avenue, Suite One, Greenwich, CT 06830 (the “Buyer”).

WHEREAS, Buyer wishes to purchase from each Seller the number of shares (the “Class A Shares”) of Class A common stock, par value $0.01 per share (“Class A Common Stock”), of Ecology and Environment Inc., a New York corporation (the “Company”), set forth opposite the name of such Seller on the Schedule of Sellers;

WHEREAS, each Seller owns the number of shares (the “Owned Class A Shares”) of Class A Common Stock and/or the number of shares (the “Owned Class B Shares”) of Class B common stock, par value $0.01 per share (“Class B Common Stock”), of the Company set forth opposite the name of such Seller on the Schedule of Sellers hereto, which Owned Class B Shares are convertible at the option of such Seller into shares of Class A Common Stock;

WHEREAS, prior to the Closing (as defined in Section 2), each Seller is willing to convert its Owned Class B Shares in order to deliver shares of Class A Common Stock hereunder; and

WHEREAS, each Seller wishes to sell to Buyer, and Buyer wishes to purchase from each Seller, the Class A Shares to be sold by such Seller, subject to the terms and conditions set forth herein,

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Purchase and Sale.

(a) Subject to the terms and conditions set forth herein, at the Closing, each Seller shall sell, transfer and assign to Buyer, and Buyer shall purchase from each Seller, all of such Seller’s right, title and interest in and to the Class A Shares to be sold by such Seller to Buyer as set forth on the Schedule of Sellers. The purchase price (the “Purchase Price”) for each Class A Share shall be the sum of (i) the Base Purchase Price and (ii) if and only if a Transaction is consummated on or before the third anniversary of the Closing (the “Outside Make-Whole Date”), the Make-Whole Amount, each as defined below in this Section 1.

(b) The “Base Purchase Price” shall mean $11.00 per Share.

(d) A “Transaction” shall mean the first to occur of any of the following transactions: (i) the consummation by any individual, corporation, company, partnership, trust or other legal entity, or any one or more of the foregoing acting in concert (the “Acquiror”), of a tender offer for shares of Class A Common Stock and/or Class B Common Stock where the Acquiror shall own directly or indirectly a majority of the total number of shares of Class A Common Stock and Class B Common Stock outstanding immediately after such consummation, considered as a single class (a “Qualifying Tender Offer”), (ii) the consummation of a merger or consolidation involving the Company immediately following which the Acquiror shall own directly or indirectly a majority of the voting power of the outstanding capital stock or equity securities of the surviving or resulting entity, including the power to elect a majority of the members of the board of directors or managers of such entity (or persons holding comparable authority with respect to an entity that is not a corporation or a limited liability company) (a “Qualifying Merger”), (iii) the consummation by the Company (or a subsidiary of the Company) of an issuer tender offer (A) for which the Acquiror shall have filed (or been required to file) a Schedule 13E-3 as an acquiring person under Rule 13e-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (B) immediately following which the Acquiror shall own directly or indirectly a majority of the voting power of the outstanding capital stock of the Company (including the power to elect a majority of the members of the Board of Directors of the Company) (a “Qualifying Issuer Tender Offer”) and (iv) the consummation of any Rule 13e-3 transaction, as defined in Rule 13e-3(a)(3) under the Exchange Act (other than a Qualifying Tender Offer, Qualifying Merger or Qualifying Issuer Tender Offer) (A) for which the Acquiror shall have filed (or been required to file) a Schedule 13E-3 as an acquiring person under Rule 13e-3 under the Exchange Act and (B) immediately following which the Acquiror shall own directly or indirectly a majority of the voting power of the Company’s outstanding capital stock (including the power to elect a majority of the Board of Directors of the Company) (a “Qualifying Other Transaction”).

(e) The “Transaction Price” shall mean (i) in the case of a Qualifying Tender Offer, the tender offer price for shares of Class A Common Stock in such Qualifying Tender Offer, calculated in accordance with Rule 14d-10(a)(2) under the Exchange Act, (ii) in the case of a Qualifying Merger, the consideration payable to holders of Class A Common Stock pursuant to the terms of such Qualifying Merger, (iii) in the case of a Qualifying Issuer Tender Offer, the issuer tender offer price for shares of Class A Common Stock in such Qualifying Issuer Tender Offer, calculated in accordance with Rule 13e-4(f)(8)(ii) under the Exchange Act and (iv) in the case of a Qualifying Other Transaction, the consideration received in such Qualifying Other Transaction by the holders of shares of Class A Common Stock.

(f) If, at the time of the Closing, any right of first refusal set forth in the Stockholders’ Agreement dated as of May 12, 1970 among Gerhard J. Neumaier, Frank B. Silvestro, Ronald L. Frank and Gerald A. Strobel (including their executors, administrators, personal representatives, heirs and assigns), as amended by Amendment No. 1 to Stockholders’ Agreement dated as of January 24, 2011 (as so amended, the “Stockholders’ Agreement”) shall have been validly exercised with respect to any of the Class A Shares to be sold by a Seller, then the number of Class A Shares to be sold by such Seller hereunder shall be reduced by the number of shares purchased or to be purchased from such Seller pursuant to such exercise.

(g) The Class A Shares required to be delivered to Buyer at the Closing shall include (i) any securities receivable upon conversion of any shares of Class A Common Stock or Class B Common Stock after the date hereof, (ii) any cash, rights, securities or other property payable or distributable to a holder of shares of Class A Common Stock or Class B Common Stock after the date hereof, other than any regular semi-annual cash dividends paid or declared on shares of Class A Common Stock or Class B Common Stock in an amount that does not exceed $0.24 per share (“Regular Dividends”), and (iii) any securities receivable upon any combination of or other change in any shares of Class A Common Stock or Class B Common Stock after the date hereof.

(h) In the event of any subdivision (by stock split or dividend payable in shares of the same class of stock) or combination of the Class A Common Stock or the Class B Common Stock or any merger, consolidation, conversion, reorganization, recapitalization or restructuring involving the Company (each, a “Stock Adjustment”), each of the Base Purchase Price, the Transaction Price and other per share amounts hereunder shall be adjusted appropriately to reflect each such Stock Adjustment. For avoidance of doubt, the aggregate Make-Whole Amount payable hereunder, if any, following any and all Stock Adjustments shall be the same as the aggregate Make-Whole Amount that would be payable hereunder, if any, if no such Stock Adjustment had occurred.

2. Closing.

(a) Subject to the terms and conditions of this Agreement, the purchase and sale of the Class A Shares shall take place at a closing (the “Closing”) to be held at 10:00 a.m. Boston time on the second business day after the satisfaction of both of the conditions set forth in Section 3(a)(iv) and Section 3(b)(iv) at the offices of Foley Hoag LLP, 155 Seaport Boulevard, Boston, Massachusetts, or at such other place or on such other date as Buyer and Sellers may agree upon in writing (such date on which the Closing shall take place, the “Closing Date”).

(b) Prior to the Closing, each Seller shall convert the requisite number of Owned Class B Shares into the Class A Shares to be sold by such Seller. At the Closing, (i) each Seller shall, at the option of Buyer, either (A) transfer, or cause to be transferred, the Class A Shares to be sold by such Seller in uncertificated form to such account as Buyer shall instruct in writing and/or (B) deliver to Buyer one or more stock certificates that on their face evidence the number of Class A Shares to be sold by such Seller to Buyer, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, in each case satisfactory to Buyer and with medallion signature guarantees, and, in each case under clause (A) or (B), free and clear of all Encumbrances (as defined in Section 5(c)), and (ii) Buyer shall deliver to each Seller the Base Purchase Price for the Class A Shares to be sold by such Seller to Buyer.

(c) If the Closing occurs and a Transaction is consummated on or before the Outside Make-Whole Date, the Make-Whole Amount shall be due and payable, without interest, no later than ten (10) business days after such consummation.

(d) Any payment to a Seller hereunder shall be made by wire transfer of immediately available funds to an account designated in writing by such Seller to Buyer no later than two business days before such payment is due.

3. Closing Conditions.

(a) The obligation of each Seller to sell, transfer and assign its Class A Shares to Buyer hereunder is subject to the satisfaction of the following conditions as of the Closing, any and all of which may be waived in writing by such Seller:

(i) the representations and warranties of Buyer in Section 6 hereof shall be true and correct on and as of the Closing Date with the same effect as though made on and as of such date;

(ii) Buyer shall have performed and complied with all agreements and covenants required by this Agreement to be performed or complied with by it prior to or on the Closing Date;

(iii) Such Seller shall have received a certificate, dated the Closing Date and signed by Buyer, that each of the conditions set forth in Section 3(a)(i) and Section 3(a)(ii) have been satisfied;

(iv) Either of the following events shall have occurred: (A) such Seller shall be satisfied that all rights pursuant to the Stockholders’ Agreement to acquire any of the Class A Shares to be sold by such Seller hereunder shall have lapsed, shall have been waived in writing, in an instrument reasonably satisfactory to such Seller, and/or shall have been validly exercised or (B) a period of seventy (70) days, commencing on (but excluding) the date of this Agreement, shall have lapsed.

(b) The obligation of Buyer to purchase the Class A Shares from Sellers is subject to the satisfaction of the following conditions as of the Closing, any of which may be waived in writing by Buyer:

(i) the representations and warranties of each Seller in Section 5 shall be true and correct on and as of the Closing Date with the same effect as though made on and as of such date;

(ii) each Seller shall have performed and complied with all agreements and covenants required by this Agreement to be performed or complied with by it prior to or on the Closing Date;

(iii) Buyer shall have received a certificate of each Seller, dated the Closing Date and signed by such Seller, that each of the conditions set forth in Section 3(b)(i) and Section 3(b)(ii) have been satisfied;

(iv) Buyer shall be satisfied that (A) all rights pursuant to the Stockholders’ Agreement to acquire any of the Class A Shares to be sold hereunder shall have lapsed, shall have been waived in writing, in an instrument reasonably satisfactory to Buyer,

and/or shall have been validly exercised and (B) Sellers shall have satisfied their obligations, if any, under the Stockholders’ Agreement, including the obligation to grant a right of first refusal with respect to the Class A Shares to be sold hereunder.

(v) Buyer shall be reasonably satisfied that there shall not have been any facts, events, violations, circumstances, changes, conditions, effects or other matters, that, individually or in the aggregate, has had or could reasonably be expected to have a material adverse effect on (A) the business, condition, capitalization, assets, liabilities, operations, financial performance, or prospects of the Company and its subsidiaries taken as a whole or (B) Buyer’s ability to vote, receive dividends with respect to, or otherwise exercise ownership rights with respect to the Class A Shares;

(vi) Buyer shall be reasonably satisfied that, after the date of this Agreement, there shall not have been any (A) declaration of any dividend or distribution by the Company or any subsidiary of the Company, other than Regular Dividends, (B) merger, consolidation or conversion involving the Company, or any tender offer for securities of the Company, or any sale, license, transfer or other disposition of substantial assets of the Company and its subsidiaries, taken as a whole, (C) any amendment of the certificate of incorporation of the Company, (D) any stock repurchase or redemption by the Company, (E) any reorganization, recapitalization, restructuring or other change in the capital structure of the Company, (F) any acquisition by the Company of any entity, business or line of business for consideration of $500,000 or more or (G) any announcement of any of the foregoing or any agreement, plan or proposal therefor, other than, in each case, (1) any Stock Adjustment, (2) the issuance of shares of Class A Common Stock pursuant to the terms of equity compensation plans publicly disclosed by the Company on or before the date hereof or (3) any such event that is immaterial and that occurs in the ordinary course of business consistent with past practice;

(vii) No action, suit or proceeding shall be pending or threatened in writing (A) challenging or seeking to restrain or prohibit the performance of this Agreement or consummation of any of the transactions contemplated by this Agreement, or (B) seeking to prohibit or limit Buyer’s ability to vote, receive dividends with respect to, or otherwise exercise ownership rights with respect to the Class A Shares.

4. Compliance with Stockholders’ Agreement. Sellers agree to comply with their obligations, if any, under the Stockholders’ Agreement, including the obligation to grant a right of first refusal thereunder. Prior to any communication by any Seller (or its agents or representatives) with any of Frank B. Silvestro, Ronald L. Frank and Gerald A. Strobel (each, a “ROFR Holder,” which term shall include, if applicable, the executors, administrators, personal representatives, heirs and assigns of such ROFR Holder) (or any agents or representatives of a ROFR Holder) in connection with the Stockholders’ Agreement and/or any of the transactions contemplated hereby, Sellers shall afford Buyer a reasonable opportunity to review and comment upon the content of the communication and shall incorporate the reasonable comments of Buyer. Sellers shall promptly, and in any event within one (1) business day, (a) notify Buyer of any communication, in reasonable detail, from any ROFR Holder (or its agents or representatives) with respect to the Stockholders’ Agreement and/or any of the transactions contemplated hereby and (b) provide Buyer with copies of all such communications between any Seller (or its agents or representatives), on the one hand, and any ROFR Holder (or its agents or representatives), on the other hand, in written form (including electronic transmissions).

5. Representations and Warranties of Each Seller. Each Seller hereby represents and warrants, severally and not jointly, to Buyer as follows:

(a) If such Seller is a not an individual, such Seller is duly organized, validly existing and in good standing under the law of its state of formation and has all requisite power and authority to execute and deliver this Agreement, to carry out its obligations hereunder, and to consummate the transactions contemplated hereby. Such Seller has taken all necessary organizational action to authorize, and has obtained all necessary approvals for, its execution and delivery of this Agreement, its performance of its obligations hereunder and its consummation of the transactions contemplated hereby.

(b) This Agreement has been duly executed and delivered by such Seller, and (assuming due authorization, execution and delivery by Buyer) constitutes such Seller’s legal, valid and binding obligation, enforceable against such Seller in accordance with its terms, except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) laws relating to the availability of specific performance, injunctive relief or other equitable remedies or by general principles of equity (collectively, the “Enforceability Exceptions”).

(c) Such Seller is the sole record and beneficial owner of the Owned Class A Shares and the Owned Class B Shares set forth opposite the name of such Seller on the Schedule of Sellers. The Schedule of Sellers sets forth opposite the name of such Seller the number of its Owned Class B Shares that are subject to the right of first refusal under the Stockholders’ Agreement. Such Seller’s Owned Class A Shares are duly authorized, validly issued, fully paid and non-assessable. Such Seller’s Owned Class B Shares are, and upon conversion thereof the Class A Shares issuable upon such conversion will be, duly authorized, validly issued, fully paid and non-assessable. Such Seller’s Owned Class A Shares are held by such Seller free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, voting trusts, proxies and other arrangements or restrictions of any kind (“Encumbrances”). Such Seller’s Owned Class B Shares are, and upon conversion thereof the Class A Shares issuable upon such conversion will be, held by such Seller free and clear of all Encumbrances, other than the right of first refusal set forth in the Stockholders’ Agreement. For avoidance of doubt, “Encumbrance” shall include (i) any stop transfer instructions given to any transfer agent with respect to any shares and (ii) any legend or notation restricting or purporting to restrict the offer, sale, transfer, pledge, Encumbrance or other disposition of any shares. When the Class A Shares to be sold by such Seller are delivered against payment therefor in accordance with the terms of this Agreement, Buyer will acquire valid and marketable title to such Class A Shares, free and clear of all Encumbrances.

(d) The execution, delivery and performance by such Seller of this Agreement, and the consummation by such Seller of the transactions contemplated hereby, do not violate or result in the breach of, or create any Encumbrance on such Seller’s Owned Class A Shares, Owned Class B Shares or Class A Shares pursuant to, any contract, agreement, instrument, order, judgment, decree, law or governmental regulation to which such Seller is a party or is subject or by which such Seller’s Owned Class A Shares, Owned Class B Shares or Class A Shares are bound.

(e) The execution, delivery and performance of this Agreement by such Seller, and the consummation by such Seller of the transactions contemplated hereby, do not require any consent, approval, ratification, permission, registration, waiver or other authorization of any governmental agency, division, commission, instrumentality, bureau, official, organization, unit or other authority, any court or tribunal or any third party.

(f) Such Seller is not, and for at least three months has not been, an “affiliate” of the Company, as defined in Rule 144(a)(1) under the Securities Act of 1933, as amended (the “Securities Act”). Such Seller is selling the Class A Shares to be sold by it for its own account only and not with a view to, or for sale in connection with, a distribution within the meaning of the Securities Act. No portion of the Purchase Price payable to such Seller will be received indirectly by the Company or any affiliate of the Company. Such Seller’s Class A Shares, upon transfer to Buyer pursuant to the terms hereof, will not be restricted securities within the meaning of Rule 144 under the Securities Act.

(g) Such Seller has, without reliance upon Buyer or any of its affiliates, agents or representatives, and based on such information and the advice of such advisors as such Seller has deemed appropriate, made its own analysis and decision to enter into this Agreement. Such Seller acknowledges that neither Buyer nor any of its affiliates, agents or representatives is acting as a fiduciary or financial or investment adviser to such Seller and has not given such Seller any investment advice, opinion or other information on whether the sale of its Class A Shares is prudent. Such Seller acknowledges that (1) Buyer may have, and may come into possession of, information with respect to the Company that is not known to such Seller and that may be material to a decision to sell its Class A Shares, (2) such Seller has not relied on Buyer or any of its affiliates, agents or representatives to provide any disclosure regarding the Company and (3) accordingly, neither Buyer nor any of its affiliates, agents or representatives shall have any liability to such Seller, and such Seller waives and releases any claims that it might have against Buyer and its affiliates, agents and representatives, whether under applicable securities laws or otherwise, with respect to the nondisclosure of any information by Buyer in connection herewith. Such Seller understands that Buyer will rely on the accuracy and truth of these representations, and such Seller hereby consents to such reliance.

(h) Such Seller expressly acknowledges and agrees that neither Buyer nor any of its affiliates, agents or representatives has made any representation to such Seller with respect to the tax or other financial treatment of the transactions contemplated by this Agreement. Such Seller shall be solely responsible for the payment of any and all income, transfer, and other taxes, filing and recording fees and similar charges relating to the transactions contemplated hereby.

(i) There are no actions, suits, claims or other legal proceedings pending or, to the knowledge of such Seller, threatened against or by Gerhard J. Neumaier or such Seller that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated hereby.

(j) No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of Gerhard J. Neumaier or such Seller.

6. Representation and Warranties of Buyer.

(a) Buyer is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware.

(b) Buyer has all requisite power and authority to execute and deliver this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Buyer of this Agreement, the performance by Buyer of its obligations hereunder and the consummation by Buyer of the transactions contemplated hereby have been duly authorized by all requisite limited partnership action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by each Seller) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as limited by the Enforceability Exceptions.

(c) The execution, delivery and performance of this Agreement by Buyer, and the consummation by Buyer of the transactions contemplated hereby, do not require any consent, approval, ratification, permission, registration, waiver or other authorization of any governmental agency, division, commission, instrumentality, bureau, official, organization, unit or other authority, any court or tribunal or any third party.

(d) There are no actions, suits, claims or other legal proceedings pending or, to the knowledge of Buyer, threatened against or by Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated hereby.

(e) No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of Buyer.

7. Survival. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Closing hereunder.

8. Indemnification. Each Seller shall indemnify Buyer and hold Buyer harmless against and in respect of any and all losses, liabilities, damages, obligations, claims, Encumbrances, costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred by Buyer arising or resulting from any breach of any representation, warranty, covenant or agreement made by such Seller herein or in any instrument or document delivered to Buyer pursuant hereto.

9. Further Assurances. Following the Closing, each of the parties hereto shall execute and deliver such additional documents, instruments, conveyances and assurances, and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.

10. Termination. This Agreement may be terminated at any time prior to the Closing (a) by the mutual written consent of Buyer and Sellers, (b) by Buyer, by giving written notice of termination to Sellers, if any Seller shall have breached any provision of this Agreement in any material respect and such breach shall not have been cured within ten (10) days following delivery by Buyer of written notice of such breach to such Seller, which notice shall reasonably describe such breach, (c) by Sellers, by giving written notice of termination to Buyer, if Buyer shall have breached any provision of this Agreement in any material respect and such breach shall not have been cured within ten (10) days following delivery by Sellers of written notice of such breach to Buyer, which notice shall reasonably describe such breach, (d) by Buyer, by giving written notice to Sellers, if at any time any of the conditions set forth in Section 3(b)(iv)(B), Section 3(b)(v), Section 3(b)(vi) or Section 3(b)(vii) shall not be satisfied or (e) by Buyer or Sellers, by giving written notice of termination to the other, if the Closing does not occur by September 30, 2015. Upon termination, all further obligations of the parties under this Agreement (other than Section 8 and Sections 10 through 20) shall terminate without liability of any party to the other parties to this Agreement, except that no such termination shall relieve any party from liability for any breach of this Agreement prior to such termination or for fraud.

11. Expenses. All expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses.

12. Notices. All notices, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at their respective addresses set forth herein or to such other address as the receiving party may designate in accordance with this section. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or e-mail of a PDF document (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt by the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section 12.

13. Entire Agreement. This Agreement constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

14. Successor and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. No Seller may assign any of its rights or obligations hereunder except (a) with the prior written consent of Buyer or (b) by will or the laws of descent and distribution.

15. Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

16. Amendment and Modification; Waiver. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by Buyer and Sellers. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to

exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

17. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. If any term or provision of this Agreement is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

18. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).

19. Specific Performance. Unless this Agreement shall have been terminated in accordance with Section 10, each party to this Agreement acknowledges and agrees that any breach by it of this Agreement shall cause the other party or parties irreparable harm which may not be adequately compensable by money damages. Accordingly, except in the case of such termination, in the event of a breach or threatened breach by a party of any provision of this Agreement, the other party or parties shall be entitled to seek the remedies of specific performance, injunction or other preliminary or equitable relief, without having to prove irreparable harm or actual damages. The foregoing right shall be in addition to such other rights or remedies as may be available to any party for such breach or threatened breach, including but not limited to money damages.

20. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.


Mill Road Capital II, L.P.

By:	Mill Road Capital II GP LLC, its general partner

	By:	/s/ Justin Jacobs
	Name:	Justin Jacobs
	Title:	Managing Director

Gerhard J. Neumaier Testamentary Trust Under Article Fourth A

By:	/s/ Ellen E. Neumaier
	Ellen E. Neumaier, Trustee

By:	/s/ Kevin S. Neumaier
	Kevin S. Neumaier, Trustee

By:	/s/ Kirsten L. Shelly
	Kirsten L. Shelly, Trustee

Gerhard J. Neumaier Testamentary Trust Under Article Fourth B

By:	/s/ Ellen E. Neumaier
	Ellen E. Neumaier, Trustee

By:	/s/ Kevin S. Neumaier
	Kevin S. Neumaier, Trustee

By:	/s/ Kirsten L. Shelly
	Kirsten L. Shelly, Trustee

Schedule A


Name, Address, Facsimile Number and E-mail Address of Seller	Number of Owned Class A Shares	Number of Owned Class B Shares		Number of Owned Class B Shares Subject to the Right of First Refusal and Being Sold Hereunder		Number of Owned Class A Shares Being Sold	Number of Owned Class B Shares Being Converted and Sold		Total Number of Class A Shares Being Purchased by Buyer
Gerhard J. Neumaier Testamentary Trust Under Article Fourth A 284 Mill Road East Aurora, NY 14052 Fax Number: E-mail:			340,437		243,398			243,398		243,398
Gerhard J. Neumaier Testamentary Trust Under Article Fourth B 284 Mill Road East Aurora, NY 14052 Fax Number: E-mail:			35,081		35,081			35,081		35,081

Exhibit 5

STOCK PURCHASE AGREEMENT

WHEREAS, prior to the Closing (as defined in Section 2), each Seller is willing to convert its Owned Class B Shares in order to deliver shares of Class A Common Stock hereunder; and

WHEREAS, each Seller wishes to sell to Buyer, and Buyer wishes to purchase from each Seller, the Class A Shares to be sold by such Seller, subject to the terms and conditions set forth herein,

1. Purchase and Sale.

(b) The “Base Purchase Price” shall mean $11.00 per Share.

2. Closing.

3. Closing Conditions.

(i) the representations and warranties of Buyer in Section 6 hereof shall be true and correct on and as of the Closing Date with the same effect as though made on and as of such date;

(ii) Buyer shall have performed and complied with all agreements and covenants required by this Agreement to be performed or complied with by it prior to or on the Closing Date;

(b) The obligation of Buyer to purchase the Class A Shares from Sellers is subject to the satisfaction of the following conditions as of the Closing, any of which may be waived in writing by Buyer:

(i) the representations and warranties of each Seller in Section 5 shall be true and correct on and as of the Closing Date with the same effect as though made on and as of such date;

(ii) each Seller shall have performed and complied with all agreements and covenants required by this Agreement to be performed or complied with by it prior to or on the Closing Date;

5. Representations and Warranties of Each Seller. Each Seller hereby represents and warrants, severally and not jointly, to Buyer as follows:

6. Representation and Warranties of Buyer.

(a) Buyer is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware.

7. Survival. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Closing hereunder.

11. Expenses. All expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses.

15. Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.


Mill Road Capital II, L.P.

By:	Mill Road Capital II GP LLC, its general partner

	By:	/s/ Justin Jacobs
	Name:	Justin Jacobs
	Title:	Managing Director

/s/ Kevin S. Neumaier
Kevin S. Neumaier

Schedule A

Name, Address, Facsimile

Number and E-mail Address of Seller

Number of
Owned Class A
Shares

Number of
Owned Class
B Shares

Number of
Owned Class
B Shares
Subject to the
Right of First
Refusal and
Being Sold
Hereunder

Number of
Owned Class
A Shares
Being Sold

Number of
Owned Class
B Shares
Being
Converted and
Sold

Total Number
of Class A
Shares Being
Purchased by
Buyer

Kevin S. Neumaier

340 Pleasant View Drive

Lancaster, NY 14086

Fax Number:

E-mail:

8,100

92,252

22,000

8,100

37,000

45,100

Exhibit 6

STOCK PURCHASE AGREEMENT

WHEREAS, prior to the Closing (as defined in Section 2), each Seller is willing to convert its Owned Class B Shares in order to deliver shares of Class A Common Stock hereunder; and

WHEREAS, each Seller wishes to sell to Buyer, and Buyer wishes to purchase from each Seller, the Class A Shares to be sold by such Seller, subject to the terms and conditions set forth herein,

1. Purchase and Sale.

(b) The “Base Purchase Price” shall mean $11.00 per Share.

2. Closing.

3. Closing Conditions.

(i) the representations and warranties of Buyer in Section 6 hereof shall be true and correct on and as of the Closing Date with the same effect as though made on and as of such date;

(ii) Buyer shall have performed and complied with all agreements and covenants required by this Agreement to be performed or complied with by it prior to or on the Closing Date;

(b) The obligation of Buyer to purchase the Class A Shares from Sellers is subject to the satisfaction of the following conditions as of the Closing, any of which may be waived in writing by Buyer:

(i) the representations and warranties of each Seller in Section 5 shall be true and correct on and as of the Closing Date with the same effect as though made on and as of such date;

(ii) each Seller shall have performed and complied with all agreements and covenants required by this Agreement to be performed or complied with by it prior to or on the Closing Date;

5. Representations and Warranties of Each Seller. Each Seller hereby represents and warrants, severally and not jointly, to Buyer as follows:

6. Representation and Warranties of Buyer.

(a) Buyer is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware.

7. Survival. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Closing hereunder.

11. Expenses. All expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses.

15. Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.


Mill Road Capital II, L.P.

By:	Mill Road Capital II GP LLC, its general partner

	By:	/s/ Justin Jacobs
	Name:	Justin Jacobs
	Title:	Managing Director

/s/ Ellen E. Neumaier
Ellen E. Neumaier

Schedule A

Name, Address, Facsimile

Number and E-mail Address of Seller

Number of
Owned Class A
Shares

Number of
Owned Class
B Shares

Number of
Owned Class
B Shares
Subject to the
Right of First
Refusal

Number of
Owned Class
A Shares
Being Sold

Number of
Owned Class
B Shares
Being
Converted and
Sold

Total Number
of Class A
Shares Being
Purchased by
Buyer

Ellen E. Neumaier

284 Mill Road

26,783

26,387

East Aurora, NY 14052

Fax Number:

E-mail:

(omits IRA shares

)

Exhibit 7

STOCK PURCHASE AGREEMENT

WHEREAS, prior to the Closing (as defined in Section 2), each Seller is willing to convert its Owned Class B Shares in order to deliver shares of Class A Common Stock hereunder; and

WHEREAS, each Seller wishes to sell to Buyer, and Buyer wishes to purchase from each Seller, the Class A Shares to be sold by such Seller, subject to the terms and conditions set forth herein,

1. Purchase and Sale.

(b) The “Base Purchase Price” shall mean $11.00 per Share.

2. Closing.

3. Closing Conditions.

(i) the representations and warranties of Buyer in Section 6 hereof shall be true and correct on and as of the Closing Date with the same effect as though made on and as of such date;

(ii) Buyer shall have performed and complied with all agreements and covenants required by this Agreement to be performed or complied with by it prior to or on the Closing Date;

(b) The obligation of Buyer to purchase the Class A Shares from Sellers is subject to the satisfaction of the following conditions as of the Closing, any of which may be waived in writing by Buyer:

(i) the representations and warranties of each Seller in Section 5 shall be true and correct on and as of the Closing Date with the same effect as though made on and as of such date;

(ii) each Seller shall have performed and complied with all agreements and covenants required by this Agreement to be performed or complied with by it prior to or on the Closing Date;

5. Representations and Warranties of Each Seller. Each Seller hereby represents and warrants, severally and not jointly, to Buyer as follows:

6. Representation and Warranties of Buyer.

(a) Buyer is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware.

7. Survival. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Closing hereunder.

11. Expenses. All expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses.

15. Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.


Mill Road Capital II, L.P.

By:	Mill Road Capital II GP LLC, its general partner

	By:	/s/ Justin Jacobs
	Name:	Justin Jacobs
	Title:	Managing Director

Kirsten Neumaier Shelly TOD

By:	/s/ Kirsten Neumaier Shelly
	Kirsten Neumaier Shelly

Michael A. Shelly TOD

By:	/s/ Michael A. Shelly
	Michael A. Shelly

Schedule A

Name, Address, Facsimile

Number and E-mail Address of Seller

Number of
Owned Class A
Shares

Number of
Owned Class
B Shares

Number of
Owned Class
B Shares
Subject to the
Right of First
Refusal

Number of
Owned Class
A Shares
Being Sold

Number of
Owned Class
B Shares
Being
Converted and
Sold

Total Number
of Class A
Shares Being
Purchased by
Buyer

Kirsten Neumaier Shelly TOD

12 Running Broke Drive

Lancaster, NY 14086

Fax Number:

E-mail:

8,319

Michael A Shelly TOD

12 Running Broke Drive

Lancaster, NY 14086

Fax Number:

E-mail:

1,715

*	Omits shares held in individual’s own name.

Exhibit 8

Gerhard J. Neumaier Testamentary Trust Under Article Fourth A

284 Mill Road

East Aurora, NY 14052

May 29, 2015

Mill Road Capital II, L.P.

382 Greenwich Avenue

Suite One

Greenwich, CT 06830

Re:

Letter Agreement – Ecology and Environment Inc.

Ladies and Gentlemen:

This letter agreement acknowledges and confirms that Mill Road Capital II, L.P., a Delaware limited partnership (the “Buyer”), has undertaken significant efforts in connection with the sale by the undersigned (the “Seller”) to Buyer of 243,398 shares (the “Class A Shares”) of Class A Common Stock, par value $0.01 per share of Ecology and Environment Inc., a New York corporation (the “Company”), including the preparation and negotiation of the Stock Purchase Agreement by and between the Seller and the Buyer executed immediately prior hereto (the “Purchase Agreement”) and related due diligence. These efforts have been undertaken by the Buyer (i) in light of the Buyer’s expectation that, if there were to be a purchase of the Company on or before the third anniversary of the Closing, the Buyer (or an affiliate of the Buyer) would be the purchaser of the Company, and (ii) notwithstanding the fact that (a) the Seller is bound by certain obligations, including a right of first refusal, set forth in the Stockholders’ Agreement dated as of May 12, 1970 among Gerhard J. Neumaier, Frank B. Silvestro, Ronald L. Frank and Gerald A. Strobel (including their executors, administrators, personal representatives, heirs and assigns), as amended by Amendment No. 1 to Stockholders’ Agreement dated as of January 24, 2011 (as so amended, the “Stockholders’ Agreement”) and (b) as a result of the Stockholders’ Agreement and the potential exercise of such right of first refusal, the Buyer may be deprived of its right to purchase some or all of the Class A Shares as contemplated by the Purchase Agreement. Capitalized terms used but not defined herein shall have the respective meanings given to them in the Purchase Agreement.

Given the significant commitment of resources by the Buyer in connection with the Buyer’s acquisition of Class A Shares from the Seller and the related risks to the Buyer described above, the Seller agrees that, if (i) either (A) the Closing occurs with respect to any of the Class A Shares or (B) the number of Class A Shares available for sale to the Buyer pursuant to the Purchase Agreement is reduced to zero (0) pursuant to Section 1(f) of the Purchase Agreement and (ii) a Transaction in which the Acquiror is not the MRC Buyer (as defined below) is consummated on or before the third anniversary of the Closing, the Seller shall pay to the Buyer, by wire transfer of immediately available funds no later than ten (10) business days after the consummation of such Transaction, an amount (the “Termination Fee”) equal to the product of (a) the total number of Class A Shares and (b) the Make-Whole Amount (each such amount to be appropriately adjusted for any Stock Adjustment).

Mill Road Capital II, L.P.

May 29, 2015

Page 2

For purposes of this letter agreement, “MRC Buyer” means Mill Road Capital Management LLC, a Delaware limited liability company (“MRC,” which term shall include its successors and assigns), and/or any one or more persons or entities who are controlled by MRC or whose investments are managed primarily by MRC.

The Seller hereby makes to the Buyer the representations and warranties set forth in Sections 5(a), 5(b), 5(d), 5(e), 5(i) and 5(j) of the Purchase Agreement to the same extent as if they were included herein (except that all references therein to the Purchase Agreement shall be deemed to be references to this letter agreement).

The Buyer hereby makes to the Seller the representations and warranties set forth in Section 6 of the Purchase Agreement to the same extent as if they were included herein (except that all references therein to the Purchase Agreement shall be deemed to be references to this letter agreement).

Sections 7, 8 and 11 through 20 of the Purchase Agreement are incorporated herein by reference and shall be given effect as if they were included herein (except that all references therein to the Purchase Agreement shall be deemed to be references to this agreement).

*** Remainder of Page Intentionally Left Blank ***

- 2 -

Mill Road Capital II, L.P.

May 29, 2015

Page 3


Sincerely,

Gerhard J. Neumaier Testamentary Trust Under Article Fourth A

By:		/s/ Ellen E. Neumaier
		Ellen E. Neumaier, Trustee

By:		/s/ Kevin S. Neumaier
		Kevin S. Neumaier, Trustee

By:		/s/ Kirsten L. Shelly
		Kirsten L. Shelly, Trustee


Accepted and agreed:

Mill Road Capital II, L.P.

By:		Mill Road Capital II GP LLC,
		its general partner

By:		/s/ Justin Jacobs
Name:		Justin Jacobs
Title:		Managing Director

- 3 -

Exhibit 9

Gerhard J. Neumaier Testamentary Trust Under Article Fourth B

284 Mill Road

East Aurora, NY 14052

May 29, 2015

Mill Road Capital II, L.P.

382 Greenwich Avenue

Suite One

Greenwich, CT 06830

Re:

Letter Agreement – Ecology and Environment Inc.

Ladies and Gentlemen:

This letter agreement acknowledges and confirms that Mill Road Capital II, L.P., a Delaware limited partnership (the “Buyer”), has undertaken significant efforts in connection with the sale by the undersigned (the “Seller”) to Buyer of 35,081 shares (the “Class A Shares”) of Class A Common Stock, par value $0.01 per share of Ecology and Environment Inc., a New York corporation (the “Company”), including the preparation and negotiation of the Stock Purchase Agreement by and between the Seller and the Buyer executed immediately prior hereto (the “Purchase Agreement”) and related due diligence. These efforts have been undertaken by the Buyer (i) in light of the Buyer’s expectation that, if there were to be a purchase of the Company on or before the third anniversary of the Closing, the Buyer (or an affiliate of the Buyer) would be the purchaser of the Company, and (ii) notwithstanding the fact that (a) the Seller is bound by certain obligations, including a right of first refusal, set forth in the Stockholders’ Agreement dated as of May 12, 1970 among Gerhard J. Neumaier, Frank B. Silvestro, Ronald L. Frank and Gerald A. Strobel (including their executors, administrators, personal representatives, heirs and assigns), as amended by Amendment No. 1 to Stockholders’ Agreement dated as of January 24, 2011 (as so amended, the “Stockholders’ Agreement”) and (b) as a result of the Stockholders’ Agreement and the potential exercise of such right of first refusal, the Buyer may be deprived of its right to purchase some or all of the Class A Shares as contemplated by the Purchase Agreement. Capitalized terms used but not defined herein shall have the respective meanings given to them in the Purchase Agreement.

Mill Road Capital II, L.P.

May 29, 2015

Page 2

*** Remainder of Page Intentionally Left Blank ***

- 2 -

Mill Road Capital II, L.P.

May 29, 2015

Page 3


Sincerely,

Gerhard J. Neumaier Testamentary Trust Under Article Fourth B

By:		/s/ Ellen E. Neumaier
		Ellen E. Neumaier, Trustee

By:		/s/ Kevin S. Neumaier
		Kevin S. Neumaier, Trustee

By:		/s/ Kirsten L. Shelly
		Kirsten L. Shelly, Trustee


Accepted and agreed:

Mill Road Capital II, L.P.

By:		Mill Road Capital II GP LLC,
		its general partner

By:		/s/ Justin Jacobs
Name:		Justin Jacobs
Title:		Managing Director

- 3 -

Exhibit 10

Kevin S. Neumaier

340 Pleasant View Drive

Lancaster, NY 14086

May 29, 2015

Mill Road Capital II, L.P.

382 Greenwich Avenue

Suite One

Greenwich, CT 06830

Re:

Letter Agreement – Ecology and Environment Inc.

Ladies and Gentlemen:

Given the significant commitment of resources by the Buyer in connection with the Buyer’s acquisition of Class A Shares from the Seller, the Seller agrees that, if (i) the Closing occurs with respect to any of the Class A Shares and (ii) a Transaction in which the Acquiror is not the MRC Buyer (as defined below) is consummated on or before the third anniversary of the Closing, the Seller shall pay to the Buyer, by wire transfer of immediately available funds no later than ten (10) business days after the consummation of such Transaction, an amount (the “Termination Fee”) equal to the product of (a) the total number of Class A Shares and (b) the Make-Whole Amount (each such amount to be appropriately adjusted for any Stock Adjustment).

Mill Road Capital II, L.P.

May 29, 2015

Page 2

Sincerely,

/s/ Kevin S. Neumaier

Kevin S. Neumaier


Accepted and agreed:

Mill Road Capital II, L.P.

By:		Mill Road Capital II GP LLC, its general partner

By:		/s/ Justin Jacobs
Name:		Justin Jacobs
Title:		Managing Director

- 2 -

Exhibit 11

Kevin S. Neumaier

340 Pleasant View Drive

Lancaster, NY 14086

May 29, 2015

Mill Road Capital II, L.P.

382 Greenwich Avenue

Suite One

Greenwich, CT 06830

Re:

Letter Agreement – Ecology and Environment Inc.

Ladies and Gentlemen:

This letter agreement acknowledges and confirms that Mill Road Capital II, L.P., a Delaware limited partnership (the “Buyer”), has undertaken significant efforts in connection with the sale by the undersigned (the “Seller”) to Buyer of 22,000 shares (the “Class A Shares”) of Class A Common Stock, par value $0.01 per share of Ecology and Environment Inc., a New York corporation (the “Company”), including the preparation and negotiation of the Stock Purchase Agreement by and between the Seller and the Buyer executed immediately prior hereto (the “Purchase Agreement”) and related due diligence. These efforts have been undertaken by the Buyer (i) in light of the Buyer’s expectation that, if there were to be a purchase of the Company on or before the third anniversary of the Closing, the Buyer (or an affiliate of the Buyer) would be the purchaser of the Company, and (ii) notwithstanding the fact that (a) the Seller is bound by certain obligations, including a right of first refusal, set forth in the Stockholders’ Agreement dated as of May 12, 1970 among Gerhard J. Neumaier, Frank B. Silvestro, Ronald L. Frank and Gerald A. Strobel (including their executors, administrators, personal representatives, heirs and assigns), as amended by Amendment No. 1 to Stockholders’ Agreement dated as of January 24, 2011 (as so amended, the “Stockholders’ Agreement”) and (b) as a result of the Stockholders’ Agreement and the potential exercise of such right of first refusal, the Buyer may be deprived of its right to purchase some or all of the Class A Shares as contemplated by the Purchase Agreement. Capitalized terms used but not defined herein shall have the respective meanings given to them in the Purchase Agreement.

Mill Road Capital II, L.P.

May 29, 2015

Page 2

Sincerely,

/s/ Kevin S. Neumaier

Kevin S. Neumaier


Accepted and agreed:

Mill Road Capital II, L.P.

By:		Mill Road Capital II GP LLC, its general partner

By:		/s/ Justin Jacobs
Name:		Justin Jacobs
Title:		Managing Director

- 2 -

Exhibit 12

Ellen E. Neumaier

284 Mill Road

East Aurora, NY 14052

May 29, 2015

Mill Road Capital II, L.P.

382 Greenwich Avenue

Suite One

Greenwich, CT 06830

Re:

Letter Agreement – Ecology and Environment Inc.

Ladies and Gentlemen:

Mill Road Capital II, L.P.

May 29, 2015

Page 2

Sincerely,

/s/ Ellen E. Neumaier

Ellen E. Neumaier


Accepted and agreed:

Mill Road Capital II, L.P.

By:		Mill Road Capital II GP LLC, its general partner

By:		/s/ Justin Jacobs
Name:		Justin Jacobs
Title:		Managing Director

- 2 -

Exhibit 13

Kirsten Neumaier Shelly TOD

12 Running Brook Drive

Lancaster, NY 14086

May 29, 2015

Mill Road Capital II, L.P.

382 Greenwich Avenue

Suite One

Greenwich, CT 06830

Re:

Letter Agreement – Ecology and Environment Inc.

Ladies and Gentlemen:

Mill Road Capital II, L.P.

May 29, 2015

Page 2


Sincerely,

Kirsten Neumaier Shelly TOD

By:		/s/ Kirsten Neumaier Shelly
		Kirsten Neumaier Shelly


Accepted and agreed:

Mill Road Capital II, L.P.

By:		Mill Road Capital II GP LLC, its general partner

By:		/s/ Justin Jacobs
Name:		Justin Jacobs
Title:		Managing Director

- 2 -

Exhibit 14

Michael A. Shelly TOD

12 Running Brook Drive

Lancaster, NY 14086

May 29, 2015

Mill Road Capital II, L.P.

382 Greenwich Avenue

Suite One

Greenwich, CT 06830

Re:

Letter Agreement – Ecology and Environment Inc.

Ladies and Gentlemen:

Mill Road Capital II, L.P.

May 29, 2015

Page 2


Sincerely,

Michael A. Shelly TOD

By:		/s/ Michael A. Shelly
		Michael A. Shelly


Accepted and agreed:

Mill Road Capital II, L.P.

By:		Mill Road Capital II GP LLC, its general partner

By:		/s/ Justin Jacobs
Name:		Justin Jacobs
Title:		Managing Director

- 2 -

Exhibit 15

VERIFICATION OF CONVERSION AND WAIVER OF RIGHTS

Verification and Waiver made as of this 8^th day of July, 2015 by and among Frank B. Silvestro (“Silvestro”), Ronald L. Frank (“Frank”) and Gerald A. Strobel (“Strobel”).

WHEREAS, Messrs. Silvestro, Frank and Strobel and the Trust U/L/W/T Gerhard J. Neumaier (the “Trust”) own shares of common stock of Ecology and Environment, Inc. (“E&E”), and

WHEREAS, Messrs. Silvestro, Frank and Strobel together with the late Gerhard J. Neumaier (Date of Death: October 23, 2013) did enter into a Stockholders’ Agreement dated May 12, 1970 as amended by Amendment No. 1 dated January 24, 2011 (collectively the “1970 Agreement”) restricting as among themselves the ability to transfer or sell any of the originally issued shares of E&E purchased by said stockholders at $0.03 each (now known as the Class B Common Stock), subject to a right of first refusal in the event that any of the signatories to the 1970 Agreement receive a bona fide offer to sale their shares of stock, and

WHEREAS, the Trust is the successor-in-interest to the late Gerhard J. Neumaier, and

WHEREAS, the Trust desires to sell 278,479 shares of Class B Common Stock of E&E to a third party free of the restrictions of the 1970 Agreement and the Trust has agreed to first convert the 278,479 shares of Class B Common Stock of E&E into an equal number of shares of Class A Common Stock as the third party is not a party to the 1970 Agreement, and

WHEREAS, the undersigned parties: (a) have verified that the conversion of the 278,479 shares of Class B Common Stock of E&E owned by the Trust into an equal number of shares of Class A Common Stock has occurred and (b) contingent upon said conversion, have agreed to waive their rights under the 1970 Agreement with respect to those 278,479 shares of Class B Common Stock.

NOW, THEREFORE, the undersigned signatories to this Verification and Waiver agree that, since the Trust has converted 278,479 Class B Common Stock of E&E into an equal number of shares of Class A Common Stock, they irrevocably waive any rights that they have or may have under the 1970 Agreement, including without limitation the right of first refusal under Section 1 (a) thereof and the right of offer under Section 1 (b) thereof for those shares. This Verification and Waiver may be executed in two or more counterparts, each of which shall be deemed to be an original, all of which together shall constitute one and the same Verification and Waiver.

IN WITNESS WHEREOF, we have hereunto set our hands and seals as of the date first written above.




Frank B. Silvestro				Ronald L. Frank



Gerald A. Strobel

Exhibit 16

VERIFICATION OF CONVERSION AND WAIVER OF RIGHTS

Verification and Waiver made as of this 8^th day of July, 2015 by and among Frank B. Silvestro (“Silvestro”), Ronald L. Frank (“Frank”), Gerald A. Strobel (“Strobel”)

WHEREAS, Messrs. Silvestro, Frank and Strobel, the Trust U/L/W/T Gerhard J. Neumaier (the “Trust”) and Kevin S. Neumaier (“KSN”) own shares of common stock of Ecology and Environment, Inc. (“E&E”), and

WHEREAS, Silvestro, Frank and Strobel together with the late Gerhard J. Neumaier (Date of Death: October 23, 2013) did enter into a Stockholders’ Agreement dated May 12, 1970 as amended by Amendment No. 1 dated January 24, 2011 (collectively the “1970 Agreement”) restricting as among themselves the ability to transfer or sell any of the originally issued shares of E&E purchased by said stockholders at $0.03 each (now known as the Class B Common Stock), subject to a right of first refusal in the event that any of the signatories to the 1970 Agreement or any person who owns shares of stock of E&E that are subject to the 1970 Agreement receive a bona fide offer to sell their shares, and

WHEREAS, the Trust is the successor-in-interest to the late Gerhard J. Neumaier, and

WHEREAS, KSN owns shares of Class B Common Stock which are subject to the 1970 Agreement, and

WHEREAS, KSN desires to sell 22,000 shares of Class B Common Stock of E&E to a third party free of the restrictions of the 1970 Agreement and KSN has agreed to first convert the 22,000 shares of Class B Common Stock of E&E into an equal number of shares of Class A Common Stock as the third party is not a party to the 1970 Agreement, and

WHEREAS, the undersigned parties: (a) have verified that the conversion of the 22,000 shares of Class B Common Stock of E&E owned by KSN into an equal number of shares of Class A Common Stock has occurred and (b) contingent upon said conversion, have agreed to waive their rights under the 1970 Agreement with respect to those 22,000 shares of Class B Common Stock.

NOW, THEREFORE, the undersigned signatories to this Verification and Waiver agree that, since KSN has converted 22,000 Class B Common Stock of E&E into an equal number of shares of Class A Common Stock, they irrevocably waive any rights that they have or may have under the 1970 Agreement, including without limitation the right of first refusal under Section 1 (a) thereof and the right of offer under Section 1 (b) thereof for those shares. This Verification and Waiver may be executed in two or more counterparts, each of which shall be deemed to be an original, all of which together shall constitute one and the same Verification and Waiver.

IN WITNESS WHEREOF, we have hereunto set our hands and seals as of the date first written above.




Frank B. Silvestro				Ronald L. Frank



Gerald A. Strobel

Exhibit 17

LOGO

PRIVATE & CONFIDENTIAL

August 11, 2014

Frank B. Silvestro

Chairman of the Board

Ecology and Environment, Inc.

368 Pleasant View Dr.

Lancaster, NY 14086

Re: Indication of Interest for Going Private Transaction

Dear Frank:

Mill Road Capital Management, LLC (“Mill Road”) has followed Ecology and Environment Inc. (“Ecology and Environment”, “E&E” or the “Company”) since 2006 and first met with the Company’s management in 2008. We are currently one of the Company’s largest outside shareholders, owning approximately 2.7% of the Class A Common Stock.

We believe that Ecology and Environment is a remarkable company and a leader in the environmental consulting industry. Having followed the Company for many years, we have consistently been impressed by E&E’s long history of high-impact projects, its roster of A-list clients, and its substantial international presence (especially in South America). Most importantly, we have been impressed by the work of the over one thousand talented employees who have spent their careers making E&E the company that it is.

Over the past several months, we have spoken to you along with other directors and advisors of E&E regarding the Company’s future. We have discussed a number of issues the Company faces, including adverse recent performance trends, a coming generational leadership transition, general challenges associated with being a small public company, and the need to transition to an ownership structure that increases alignment through greater ownership by key senior managers while providing greater liquidity to long-time shareholders.

In light of these numerous challenges, we believe that it is no longer in the best interests of stakeholders for the Company to remain public. We believe the public market will not accord a high value to Ecology and Environment, that there will remain very limited liquidity in the stock, and that it will be difficult for management to address the Company’s challenges in a public market context.

382 Greenwich Avenue, Suite One ● Greenwich, CT 06830 ● (203) 987-3500

Mill Road would therefore be prepared to lead a going-private transaction and offer to acquire E&E’s Class A and Class B shares at a substantial premium to the current trading price. We believe that such an offer represents the best opportunity for all shareholders to achieve liquidity on their holdings of E&E stock at a price above that currently prevailing in the market. We also believe that a going private transaction provides significant benefits to all other key E&E stakeholders, including the possibility that certain shareholders (if any, and to be determined) could participate in a transaction. Furthermore, the Company will benefit from eliminating the distraction of public company reporting requirements, as well as from having a partner who can provide expertise in improving performance and capital for strategic acquisitions to help grow the business.

Mill Road would finance the potential going-private transaction of E&E with funds available from Mill Road Capital II, L.P. (“Fund II”). Fund II has approximately $420 million of committed equity capital, more than $300 million of which is not currently invested and is immediately callable by us upon ten days notice to our investors. As a result of our sufficient capital, any potential transaction would not be contingent on external financing. Furthermore, Fund II would provide ample capital to not only complete a going-private transaction of E&E, but also to invest in potential acquisitions or personnel additions required to support the Company’s growth. In addition to the required capital, Mill Road has significant experience in leading going-private transactions. Over the past five years, we have completed four going-private transactions and are currently scheduled to complete a fifth in the third calendar quarter—to our knowledge, no other group has completed more going-private transactions of publicly traded micro-cap companies over this time period than Mill Road.

Mill Road is prepared to immediately begin due diligence in order to develop a detailed proposal for consideration by the Board of Directors. Should the Board determine that exploring a potential transaction is in the best interest of the Company and its shareholders, we would propose that it authorize us to proceed with due diligence and to speak with certain senior managers of E&E after entering into a non-disclosure agreement. After several weeks, we would be prepared to discuss a revised indication of interest including a proposed purchase price. Considering our expertise in this type of transaction and our knowledge of the Company, we are highly confident that with the cooperation of the Company and its advisors, we could agree on the resulting transaction expeditiously.

We believe that Mill Road can play a significant role in the future success of E&E. We would welcome the opportunity to meet with members of the Board to further explain the going- private process and answer preliminary questions. You may contact Justin Jacobs by phone at (203) 987-3505. We look forward to discussing the Board’s feedback to this letter at your earliest convenience.

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Sincerely,

Mill Road Capital Management, LLC

By:		/s/ Justin C. Jacobs
		Justin C. Jacobs
		Management Committee Director

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About Mill Road Capital

Mill Road is an investment firm with approximately $670 million of aggregate equity capital commitments raised. The firm invests exclusively in small public companies in the U.S. and Canada. Mill Road has flexible capital with the ability to purchase shares in the open market, buy large block positions from existing shareholders, provide capital for growth or acquisition opportunities, or execute going-private transactions. Our limited partners include a prominent and highly respected group of corporate and public pension funds, foundations, endowments, and insurance companies.

Mill Road is comprised of a core group of former Blackstone professionals that have successfully completed several dozen control transactions with a cumulative transaction value of several billion dollars. We have significant experience executing going-private transactions for small public companies as is evidenced by our successfully completed take-privates of Galaxy Nutritional Foods, Inc. (former ticker “GXYF”), Cossette, Inc. (former ticker “KOS”), Rubio’s Restaurants, Inc. (former ticker “RUBO”) and PRT Growing Services Ltd (former ticker “PRT”). Additionally, we have successfully structured direct investments in two public companies, Physicians Formula Holdings, Inc. (ticker “FACE”) and National Technical Systems, Inc. (ticker “NTSC”) resulting in Mill Road investment professionals having representation on the board. All of these transactions were completed on a friendly basis with Mill Road working in partnership with the companies’ management teams, boards, and significant shareholders.

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Form SC 13D ECOLOGY & ENVIRONMENT Filed by: Mill Road Capital II, L.P.

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