EX-10.27



 Exhibit 10.27 

AMENDED AND RESTATED FEE AND REIMBURSEMENT AGREEMENT 

This Amended and Restated Fee and Reimbursement Agreement (“Agreement”) is entered into as of April 15, 2013 by
and among Professor Connor’s, Inc., a Delaware corporation (the “Company”), (i) MidOcean Partners III, L.P. (“MidOcean III”), MidOcean Partners III-A, L.P. (“MidOcean
III-A”), MidOcean Partners III-D, L.P (together with MidOcean III and MidOcean III-A, “MidOcean”), (ii) each of the members of Freshpet Investors, LLC, a Delaware limited liability company
(“FPI”) that are identified as such on Exhibit A (the “FPI Guarantors”), (iii) each of the other Persons listed on Exhibit B hereto (the “Other Guarantors”
and together with the FPI Guarantors and MidOcean, each a “Guarantor” and collectively the “Guarantors”), and solely for purposes of Section 4(c), Freshpet Investors, LLC, a Delaware limited
liability company (“FPI”). 
 R E C I T A L S 

A. WHEREAS, MidOcean and the FPI Guarantors have previously entered into a Fee and Reimbursement Agreement dated as of June 8, 2012 (the
“Original Fee Agreement”), pursuant to which, among other things, the parties hereto allocated financial liability among the Guarantors for obligations arising under that certain Credit Agreement dated as of June 8, 2012
pursuant to which OneWest Bank, FSB (“OneWest”) and several other lenders made available to the Company a revolving credit facility in the maximum principal amount of $40 million (the “Original Credit
Agreement”). 
 B. WHEREAS, in connection with the Company entering into the Original Credit Agreement, OneWest requested that
MidOcean enter into an Equity Contribution Agreement to guarantee a portion of the Company’s payment obligations to OneWest under the Original Credit Agreement and each of the FPI Guarantors and each of the Other Guarantors agreed to enter into
a Shareholder Guarantee to guarantee a portion of the Company’s payment obligations to OneWest under the Original Credit Agreement (collectively, the “Original Guarantees”). 

C. WHEREAS, substantially concurrently herewith the Original Credit Agreement is being amended and restated to provide that the lenders will
increase the revolving loan facility to a maximum amount of $60 million (as amended, restated, supplemented, refinanced, replaced or otherwise modified and in effect from time to time, the “Credit Agreement”). 

D. WHEREAS, to induce OneWest to enter into the Credit Agreement, MidOcean, certain of the FPI Guarantors and each of the Other Guarantors has
agreed to enter into (i) in the case of MidOcean, a First Amendment to the Equity Contribution Agreement and (ii) in the cash of the FPI Guarantors and the Other Guarantors, an Amendment to Guarantee and Reaffirmation to reconfirm the
Original Guarantee of such Person and increase the amount of such Person’s guarantee to reflect the increase in the Company’s maximum borrowing from $45 million to $60 million (the Original Guarantees, as amended, the
“Guarantees”) , each in an amount not to exceed the amount set forth under the heading “Amended Guarantee Amount” on Annex 1 hereto. 







 E. WHEREAS, the Guarantors now desire to amend Annex 1 to the Fee and Reimbursement Agreement to
reallocate the liability among each of the Guarantors under the Credit Agreement. 
 F. WHEREAS, the Company has determined that this
Agreement, the Guarantees, the Credit Agreement and the transaction contemplated hereby and thereby are advisable and in its best interests and the best interests of its stockholders. 

G. WHEREAS, each of the Guarantors, on the one hand, and the Company, on the other, have a preexisting personal or business relationship. 

H. WHEREAS, each of the Guarantors and the Company, by reason of its own business and financial experience or that of its advisors could
reasonably be assumed to have the capacity to protect its own interests in connection with the transactions contemplated by this Agreement. 

NOW, THEREFORE, in consideration of the foregoing and the following covenants and agreements the parties hereby agree as follows: 

1. Issuance of Guarantee. The Company hereby requests that each of the Guarantors issue the Guarantee in favor of OneWest. The
Guarantors will guarantee the Company’s payment obligations under the Credit Agreement in favor of OneWest pursuant to the terms and conditions set forth in the Guarantee. 

2. Fee. The Company will pay each Guarantor, subject to the conditions below, a contingent fee equal to the sum of 10% per
annum of the amount of the Total Obligations of such Guarantor in the form of newly issued shares of Series C Preferred Stock, par value $0.001 per share, of the Company at a price of $5.25 per share (the “Guarantee Fee Preferred
Stock”). The Guarantee Fee Preferred Stock shall accrue only from and after the date that such Guarantor enters into the Guarantee, and if at any time any Guarantor’s obligation under the Credit Agreement and/or Guarantee is
terminated in full or in part, the Guarantee Fee Preferred Stock shall continue to accrue only with respect the amount, if any, of such Guarantor’s remaining commitment under the Credit Agreement and/or Guarantee. The issuance of the Guarantee
Fee Preferred Stock shall be contingent such that it will become due and payable only upon a Change of Control and only if all principal and interest under the Credit Agreement has been repaid prior to consummation thereof or is repaid in connection
therewith. The Guarantee Fee Preferred Stock is being delivered to the Guarantors in recognition of the additional financial risk associated with the Guarantors’ investment in the Company as a result of the Credit Agreement and not as
compensation or a payment for any services rendered or otherwise in connection with the pursuit by Guarantor of a trade or business. Notwithstanding the foregoing, in the event that any Guarantor has failed to satisfy its obligations to OneWest
pursuant to the terms of such Guarantor’s Guarantee, the Guarantee Fee Preferred Stock otherwise payable to such Guarantor in accordance with this Section 2 shall be forfeited. For purposes of this Agreement, “Change of
Control” means, with respect to the Company, (i) any sale, merger, consolidation, share exchange, business combination, equity issuance or other transaction or series of related transactions, specifically excluding public
offerings, which result in the stockholders immediately prior to the transaction(s) owning collectively less than 50% of 

  
 -2- 








 
the voting control immediately following the transaction(s); or (ii) any sale, lease, exchange, transfer or other disposition of substantially all of the assets, taken as a whole, in a
single transaction or series of transactions, excluding sales in the ordinary course of business, sale/leaseback and corporate restructuring transactions. “Total Obligations” with respect to any Guarantor shall mean
the amount set forth opposite such Guarantor’s name on Annex I attached hereto, as such Schedule may be modified following the date hereof to reflect the termination or reduction of the obligations of such Guarantor hereunder, which shall equal
(x) the Initial Guarantee Amount from and after the date that such Guarantor entered into the Guarantee through the date ending immediately prior to the date hereof and (y) the Amended Guarantee Amount beginning on the date hereof;
provided, that the Total Obligations with respect to each Guarantor as of any date of determination in which there has been a reduction or termination of the obligation of such Guarantor hereunder shall be the weighted average of the amounts set
forth opposite such Guarantor’s name based on the number of days elapsed in such quarter (or portion thereof) prior to and after the amendment of Annex I to reflect such reduction or termination of the obligations of such Guarantor hereunder.

 3. Notices of Demand from OneWest. Any of the undersigned who receives a demand for payment from OneWest under any Guarantee
shall promptly provide notice of such demand to each of the other parties hereto as provided for in Section 11 hereto. Notwithstanding the party or parties to whom OneWest makes a demand, the Company will have the primary obligation to make
payment to OneWest for any amounts demanded by OneWest under the Credit Agreement or guaranty thereof. The parties will use commercially reasonable efforts to communicate and cooperate on the making of any payments to OneWest under any Guarantee and
any party hereto making a payment shall promptly provide the other parties hereto with evidence of such payment. In the event the Company does not make the payment to OneWest under the Credit Agreement, each Guarantors agrees to incur the several
obligation to make, and agrees to actually make, payments directly to OneWest pursuant to the terms of (but in no event in excess of the amount set forth in) their respective Guarantee and in accordance with such Guarantor’s pro-rata percentage
under the heading “Amended Pro-Rata Percentage” set forth on Annex 1 (“Pro-Rata Percentage”). 
 4.
Reimbursement and Interest. (a) Payments. In addition to the Fees, the Company hereby agrees to issue to any Guarantor funding amounts to OneWest pursuant to the terms of any Guarantee (after taking into consideration any
amounts funded to such Guarantor pursuant to Section 4(b) below) a number of shares of preferred stock of the Company that rank pari passu in all respects with the Company’s Series C Preferred Stock, par value $0.001 per share (the
“Funded Guarantee Preferred Stock”), equal to the amount funded to OneWest pursuant to such Guarantee divided by the lesser of $3.00 per share and seventy-five percent (75%) of the fair market value thereof at the time
of issuance (the “Funded Guarantee Preferred Stock Issue Price”). The Company shall prepare all documents and instruments necessary to authorize the Funded Guarantee Preferred Stock and issue the Funded Guarantee Preferred
Stock to a Guarantor within three (3) days following payment to OneWest by a Guarantor (the “Payment Due Date”). The Company further covenants and agrees that the Company will at all times have authorized and reserved a
sufficient number of unissued shares of blank check 

  
 -3- 








 
preferred stock to file a Certificate of Designations pursuant to the Delaware General Corporate Law to issue the Funded Guarantee Preferred
Stock.1 All amounts under this Section 4(a) shall be paid without set-off, claim or counterclaim in funds immediately available to Guarantor. The obligations of the Company hereunder to
reimburse the Guarantors shall be absolute, irrevocable and unconditional and shall be performed strictly in accordance with the terms hereof, irrespective of any lack of validity or enforceability of the Credit Agreement or any related agreement or
any other event or circumstance. 
 (b) Reimbursement of Guarantor by other Guarantors. In the event that a Guarantor has not been
reimbursed by the Company for amounts owing under Section 4(a) above by the Payment Due Date and if, notwithstanding Section 3 above, such Guarantor has paid to OneWest an amount in excess of such Guarantor’s Pro-Rata Percentage, in
furtherance of Guarantor’s right of contribution, such Guarantor (“Initial Guarantor”) may make it demand on any Guarantor who has not paid its Pro-Rata Percentage (a “Contributing Guarantor”),
which demand shall state the total amount demanded by OneWest, the amount paid by the Initial Guarantor, the amount required to be paid by each Contributing Guarantor and wire transfer instructions for such payment to the Initial Guarantor. Within
three (3) days of receipt of such notice, each Contributing Guarantor shall make a payment to the Initial Guarantor in immediately available funds in the amount required to be paid by such Contributing Guarantor to the Initial Guarantor in
respect to such demand, less any amounts previously paid by such Contributing Guarantor to OneWest pursuant to such demand. 
 (c) Share
Forfeiture. In the event that any Guarantor shall fail to make payment when due of such Guarantor’s Pro-Rata Percentage pursuant to the terms of Section 3 or Section 4(b) (a “Defaulting Guarantor” and the
unpaid portion of such Guarantee, the “Default Amount”), the Company shall notify each of the Guarantors (other than the Defaulting Guarantor) (such other Guarantors being so notified, the “Contributing
Guarantors”) of the aggregate Default Amount. Each Contributing Guarantor may (but shall not be obligated to) fund the Default Amount to OneWest in satisfaction of the Defaulting Guarantor’s obligations in respect of the Default
Amount; provided, that if more than one Guarantor elects to fund the Default Amount, such electing Guarantors shall fund the Default Amount pro rata based on their respective Pro-Rata Percentage or in such other manner as they may agree
(provided that the FPI Guarantors shall have the right to fund the full Pro-Rata Percentage of the FPI Guarantors before the Pro-Rata Percentage of the FPI Guarantors is offered to any other Guarantor). If and to the extent that OneWest agrees to
accept funding from a Contributing Guarantor in satisfaction of the Default Amount, then in connection with the funding of all (but not less than all) or any portion of any Default Amount by one or more Contributing Guarantors, the Defaulting
Guarantor shall immediately surrender a number of shares of the Company’s common stock, par value $0.001 per share (or in the case of a Guarantor that owns preferred stock of the Company, the most senior class of convertible preferred stock of
the Company held by such Guarantor), equal to the Default Amount actually funded by the Contributing Guarantors divided by Funded 
  


	1 	Jonathan: Please confirm current authorized amount is sufficient in light of increased guarantee amount. If not, we will need to amend the charter to increased the authorized number of shares. 


  
 -4- 








 
Guarantee Preferred Stock Issue Price (which in the case of preferred shall be calculated on an as-if converted to common basis), and such shares shall be transferred on the books and records of
the Company to the Contributing Guarantors pro rata based on the respective amounts funded. In the event that less than all of the Default Amount is funded by the Contributing Guarantors (or none of the Default Amount is funded), the Defaulting
Guarantor shall surrender to the Company (which shall become authorized, but unissued shares) a number of shares of the Company’s common stock, par value $0.001 per share (or in the case of a Guarantor that owns preferred stock of the Company,
the most senior class of convertible preferred stock of the Company held by such Guarantor), equal to the Default Amount (excluding any such amount funded by the Contributing Guarantors) divided by Funded Guarantee Preferred Stock Issue Price (which
in the case of preferred shall be calculated on an as-if converted to common basis), and upon such surrender. In furtherance of the foregoing, each Guarantor provides the Company with an irrevocable right to take such actions necessary to effect the
agreement set forth in the preceding two sentences. With respect to any Defaulting Guarantor who is a Freshpet Guarantor, the obligations set forth in this Section 4(c) paragraph shall be exercisable directly against FPI. 

(d) Interest. All sums payable to a Guarantor under Section 4(b) shall bear interest, from the date the payment is made under the
Guarantee until such sums are paid in full at a rate of 10% per annum, or if lower, the maximum rate permitted by law (computed for the actual number of days elapsed, based on a 365/366 day year). Interest accruing pursuant to this
Section 4(c) shall be due and payable on demand and on the date the respective sum is paid. It is not the intention of the Guarantors to violate any applicable usury or interest rate laws. None of the Guarantors agrees to, or intends to
contract for, charge, collect, take, reserve or receive (collectively, “charge or collect”) any amount in the nature of interest or in the nature of a fee, penalty or other charge which would in any way or event cause any stockholder to
charge or collect more than the maximum such Guarantor would be permitted to charge or collect by any applicable federal or state law. Any such excess interest or unauthorized fee shall, notwithstanding anything stated to the contrary in this
Agreement, be applied first to reduce the amount owed, if any, and then any excess amounts will be refunded. 
 5. [Reserved].

 6. Subrogation. Upon making any payment under Section 4 of this Agreement, each Guarantor making payment shall be
subrogated to the rights of OneWest against the Company with respect to the Credit Agreement. 
 7. Additional Fees. The
Company hereby agrees to pay each Guarantor immediately upon demand for all reasonable charges and expenses paid or incurred by it in connection with the preservation and enforcement of its rights hereunder and collection of amounts due to it
hereunder, including without limitation, the reasonable fees and disbursements of its legal counsel. The prevailing Guarantor in any action to enforce Section 4(b) will be entitled to collect the reasonable fees and disbursements of its legal
counsel. 
 8. Taxes. All payments by the Company under this Agreement will be made free and clear of and without deduction for
any present or future taxes. 

  
 -5- 








 9. Entire Agreement. This Agreement, together with the Guarantee and the Credit
Agreement, contains the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior arrangements and understandings (whether written or oral) with respect thereto (including, without limitation, the
Original Fee Agreement). 
 10. Reinstatement. Notwithstanding anything to the contrary herein, this Agreement shall continue
to be effective or be reinstated, as the case may be, if at any time any amount received by any Guarantor pursuant to this Agreement is rescinded or otherwise must be restored or returned by such Guarantor upon or in connection with the insolvency,
bankruptcy, dissolution, liquidation or reorganization of the Company or otherwise, all as though such payment had not been made. 
 11.
[Reserved]. 
 12. Counterparts. This Agreement may be executed in one or more counterparts, all of which
shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by a party and delivered to the other parties. Copies of executed counterparts transmitted by telecopy, telefax or other
electronic transmission service shall be considered original executed counterparts for purposes of this Section 12, provided that receipt of copies of such counterparts is confirmed. 

13. Notices. All notices and other communications hereunder shall be in writing and shall be deemed effectively given upon the
earlier of actual receipt or: (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic mail or facsimile during normal business hours of the recipient, and if not sent during normal business hours, then on
the recipient’s next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after deposit with a nationally recognized
overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt given by facsimile, certified or registered mail, overnight delivery service such as Federal Express, or personal delivery against
receipt to the party to whom it is given. All communications shall be sent, (a) if to a Guarantor, at such Guarantor’s address (and/or facsimile number) as set forth on the signature page, or at such other address as such Guarantor shall
have furnished to the Company in writing, or (b) if to the Company, at 400 Plaza Drive, Secaucus, New Jersey 07094, and/or via facsimile at (201) 866-2018 and addressed to the attention of Richard Kassar, or at such other address and/or
facsimile number as the Company shall have furnished to the Guarantors. 
 14. Governing Law. THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO SUCH STATE’S CHOICE OF LAW PROVISIONS. 

15. Submission to Jurisdiction. (a) Each of the parties hereto hereby irrevocably acknowledges and consents that any legal
action or proceeding brought with respect to any of the obligations arising under or relating to this Agreement may be brought in the courts of the State of New York, County of New York, or if it has or can acquire jurisdiction in the United States
District Court for the Southern District of New York, as the party bringing such 

  
 -6- 








 
action or proceeding may elect, and each of the parties hereto hereby irrevocably submits to and accepts with regard to any such action or proceeding, for itself and in respect of its property,
generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts. Each party hereby further irrevocably waives any claim that any such courts lack jurisdiction over such party, and agrees not to plead or claim, in any legal
action or proceeding with respect to this Agreement or the transactions contemplated hereby brought in any of the aforesaid courts, that any such court lacks jurisdiction over such party. Each party irrevocably consents to the service of process in
any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to such party, at its address for notices set forth in Section 11, such service to become effective ten (10) days after such
mailing. Each party hereby irrevocably waives any objection to such service of process and further irrevocably waives and agrees not to plead or claim in any action or proceeding commenced hereunder or under any other documents contemplated hereby
that service of process was in any way invalid or ineffective. Subject to Section 13(b), the foregoing shall not limit the rights of any party to serve process in any other manner permitted by law. The foregoing consents to jurisdiction shall
not constitute general consents to service of process in the State of New York for any purpose except as provided above and shall not be deemed to confer rights on any person other than the respective parties to this Agreement. 

(b) Each of the parties hereto hereby waives any right it may have under the laws of any jurisdiction to commence by publication any legal
action or proceeding with respect to this Agreement. To the fullest extent permitted by applicable law, each of the parties hereto hereby irrevocably waives the objection which it may now or hereafter have to the laying of the venue of any suit,
action or proceeding arising out of or relating to this Agreement in any of the courts referred to in Section 13(a) and hereby further irrevocably waives and agrees not to plead or claim that any such court is not a convenient forum for any
such suit, action or proceeding. 
 (c) The parties hereto agree that the remedy at law for any breach of this Agreement may be inadequate
and that should any dispute arise concerning any matter hereunder, this Agreement shall be enforceable in a court of equity by an injunction or a decree of specific performance. Such remedies shall, however, be cumulative and non-exclusive, and
shall be in addition to any other remedies which the parties hereto may have. 
 16. Assignment. No party may assign its rights
or obligations hereunder without the express written consent of the other parties hereto; provided, however, that an assignment of this Agreement by any Guarantor to an affiliate or successor entity that assumes the obligations of such Guarantor
under the Guarantee to which such Guarantor is a party shall not be deemed an assignment under this Section 16. Any attempted assignment will be void. Subject to the foregoing, this Agreement will benefit and bind the successors and assigns of
the parties. No party will be a third party beneficiary of this Agreement. 
 17. Waivers. The Company waives any rights with
respect to, or defenses to, its obligations to the Guarantors hereunder that may be available by reason of any election of remedies by any Guarantor (including any such election that in any manner impairs, destroys or extinguishes the Company’s
subrogation rights, rights to proceed against any other person or entity for reimbursement, or any other rights to proceed against any other person or entity or security). 

  
 -7- 








 18. No Agency. The parties hereto are independent contractors. This Agreement will
not be construed as creating an agency, partnership or any other form of legal association (other than as expressly set forth herein) between the parties. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

  
 -8- 








 IN WITNESS WHEREOF, the parties hereto have entered into this Amended and Restated Fee and
Reimbursement Agreement as of the date first written above. 
  

			
	PROFESSOR CONNORS, INC.
		
	By:	 	/s/ Richard Kassar
	Name:	 	Richard Kassar
	Title:	 	President and Chief Financial Officer



  
 [SIGNATURE PAGE TO
AMENDED AND RESTATED FEE AND REIMBURSEMENT AGREEMENT] 








  

			
	MIDOCEAN PARTNERS III, L.P.
		
	By:	 	 MidOcean Associates,
 for and on behalf of
its Segregated Portfolio,
 MidOcean Partners Segregated Portfolio III

		
	By:	 	 /s/ Andrew Spring

	Name:	 	 Andrew Spring

	Title:	 	Managing Director
	
	MIDOCEAN PARTNERS III-A, L.P.
		
	By:	 	 MidOcean Associates,
 for and on behalf of
its Segregated Portfolio,
 MidOcean Partners Segregated Portfolio III

		
	By:	 	 /s/ Andrew Spring

	Name: 	 	Andrew Spring
	Title:	 	Managing Director
	
	MIDOCEAN PARTNERS III-D, L.P.
		
	By:	 	 MidOcean Associates,
 for and on behalf of
its Segregated Portfolio,
 MidOcean Partners Segregated Portfolio III

		
	By:	 	 /s/ Andrew Spring

	Name:	 	Andrew Spring
	Title:	 	Managing Director


  

	
	Address:
	
	 320 Park Avenue, 16th Floor
 New York, NY
10022
 Attn: J. David Basto




  
 [SIGNATURE PAGE TO
AMENDED AND RESTATED FEE AND REIMBURSEMENT AGREEMENT] 








  

			
	RICHARD AND SUZANNE KAYNE LIVING TRUST U/T/D 1/14/99
	
	 Richard and Suzanne Kayne Living Trust

u/t/d 1/14/99

		
	By:	 	 /s/ Richard A. Kayne

		 	Richard A. Kayne, Trustee
		
	By:	 	 /s/ Suzanne L. Kayne

		 	Suzanne L. Kayne, Trustee
		
	Address:	 	
	
	c/o Kayne Anderson Capital Advisors, LP
	1800 Ave. of The Stars, 3rd Floor
	Los Angeles, CA 90067


  
  

	
	FOR PURPOSES OF SECTION 5:
	
	RICHARD A. KAYNE
	
	 /s/ Richard A. Kayne

	Richard A. Kayne
	
	Address:
	
	c/o Kayne Anderson Capital Advisors, LP
	1800 Ave. of The Stars, 3rd Floor
	Los Angeles, CA 90067



  
 [SIGNATURE PAGE TO
AMENDED AND RESTATED FEE AND REIMBURSEMENT AGREEMENT] 








  

			
	LEVINE FAMILY INVESTMENT, LP
	
	Levine Family Investment, LP
		
	By:	 	 /s/ David O. Levine

	Name: 	 	David O. Levine
	Title:	 	General Partner
	
	Address:
	
	Levine Family Investment, LP
	c/o David O. Levine
	10347 Tennessee Avenue
	Los Angeles, CA 90064


  

  
 [SIGNATURE PAGE TO
AMENDED AND RESTATED FEE AND REIMBURSEMENT AGREEMENT] 








  

			
	THE LIEBERTHAL TRUST DTD 3/23/99
	
	The Lieberthal Trust dtd 3/23/99
		
	By: 	 	 /s/ Gary B. Lieberthal

		 	Gary B. Lieberthal, Trustee
	
	Address:
	
	991 Bel Air Rd.
	Los Angeles, CA 90077



  
 [SIGNATURE PAGE TO
AMENDED AND RESTATED FEE AND REIMBURSEMENT AGREEMENT] 








  

			
	PATRICIA NEUWIRTH DTD 2/5/91
	
	Patricia Neuwirth dtd 2/5/91
		
	By: 	 	 /s/ Patricia Neuwirth

		 	Patricia Neuwirth, Trustee
	
	Address:
	
	474 Cuesta Way
	Los Angeles, CA 90077



  
 [SIGNATURE PAGE TO
AMENDED AND RESTATED FEE AND REIMBURSEMENT AGREEMENT] 








  

			
	MOHN FAMILY TRUST
	
	Mohn Family Trust
		
	By: 	 	 /s/ Jarl Mohn

		 	Jarl Mohn, Trustee
	
	Address:
	
	The Mohn Family Trust
	100 Wilshire Blvd., Ste. 1830
	Santa Monica, CA 90401



  
 [SIGNATURE PAGE TO
AMENDED AND RESTATED FEE AND REIMBURSEMENT AGREEMENT] 








  

			
	PETER NEUWIRTH TRUST DTD 12/9/91
	
	Peter Neuwirth Trust dtd 12/9/91
		
	By: 	 	 /s/ Peter H. Neuwirth

		 	Peter H. Neuwirth, Trustee
	
	Address:
	
	474 Cuesta Way
	Los Angeles, CA 90077



  
 [SIGNATURE PAGE TO
AMENDED AND RESTATED FEE AND REIMBURSEMENT AGREEMENT] 








  

			
	NORRIS TRUST DTD 6/18/02
	
	Norris Trust dtd 6/18/02
		
	By:	 	 /s/ Charles A. Norris

		 	Charles A. Norris, Trustee
		
	By:	 	 /s/ Margaret T. Norris

		 	Margaret T. Norris, Trustee
		
	Address:	 	
	
	481 Denslow Avenue
	Los Angeles, CA 90049


  
  

	
	FOR PURPOSES OF SECTION 5:
	
	CHARLES NORRIS
	
	 /s/ Charles Norris

	Charles Norris
	
	Address:
	
	481 Denslow Avenue
	Los Angeles, CA 90049



  
 [SIGNATURE PAGE TO
AMENDED AND RESTATED FEE AND REIMBURSEMENT AGREEMENT] 








  

			
	NORRIS TRUST DTD 6/18/02
		
	By: 	 	 /s/ Charles A. Norris

		 	Charles A. Norris, Trustee
		
	By:	 	 /s/ Margaret T. Norris

		 	Margaret T. Norris, Trustee
	
	Address:
	
	 481 Denslow Avenue
 Los Angeles,
CA 90049



  
  

	
	FOR PURPOSES OF SECTION 4:
	
	FRESHPET INVESTORS, LLC


 
			
		
	By:	 	 /s/ Charles A. Norris

	Name: 	 	Charles A. Norris
	Title:	 	
	
	Address:
	
	481 Denslow Avenue
	Los Angeles, CA 90049


  
  

  
 [SIGNATURE PAGE TO
AMENDED AND RESTATED FEE AND REIMBURSEMENT AGREEMENT] 








  

	
	SCOTT RACINE
	
	 /s/ Scott Racine

	Scott Racine
	
	Address:
	
	4332 Empress Avenue
	Encino, CA 91436


  
  
  

  
 [SIGNATURE PAGE TO
AMENDED AND RESTATED FEE AND REIMBURSEMENT AGREEMENT] 








  

			
	RUDNICK LIVING TRUST DTD 7/22/91
	
	Rudnick Living Trust dtd 7/22/91
		
	By: 	 	 /s/ Allan M. Rudnick

		 	Allan M. Rudnick, Trustee
		
	By:	 	 /s/ Paula Rudnick

		 	Paula Rudnick, Trustee
	
	Address:
		
	 	 	 
	 	 	 
	 	 	 



  
 [SIGNATURE PAGE TO
AMENDED AND RESTATED FEE AND REIMBURSEMENT AGREEMENT] 








  

			
	LAWRENCE S. COBEN
	
	 /s/ Lawrence S. Coben

	Lawrence S. Coben
	
	Address:
	
	40 West 22nd St #11, NY, NY 10010
		 	
		 	



  
 [SIGNATURE PAGE TO
AMENDED AND RESTATED FEE AND REIMBURSEMENT AGREEMENT] 








  

			
	 DOUGLAS A. & LORI A. SCHUR

FAMILY TRUST DTD 5/1/97

	
	Douglas A. & Lori A. Schur Family Trust dtd 5/1/97
		
	By: 	 	 /s/ Douglas A. Schur

		 	Douglas A. Schur, Trustee
		
	By:	 	 /s/ Lori A. Schur

		 	Lori A. Schur, Trustee
	
	Address:
	
	26717 W. Mont Calabasas Dr.
	Calabasas, CA 91302



  
 [SIGNATURE PAGE TO
AMENDED AND RESTATED FEE AND REIMBURSEMENT AGREEMENT] 








  

	
	JAMES R. WILCOX
	
	 /s/ James R. Wilcox

	James R. Wilcox
	
	Address:
	
	1297 Sherborne Lane
	Powell, OH 43065



  
 [SIGNATURE PAGE TO
AMENDED AND RESTATED FEE AND REIMBURSEMENT AGREEMENT] 








  

	
	MARILYNN S. MOSCRIP
	
	 /s/ Marilynn S. Moscrip

	Marilynn S. Moscrip
	
	Address:
	
	11 29th Avenue, Unit 1
	Venice, CA 90291



  
 [SIGNATURE PAGE TO
AMENDED AND RESTATED FEE AND REIMBURSEMENT AGREEMENT] 








  

			
	DAVID L. MAHONEY AND WINNIFRED C. ELLIS 1998 TRUST DTD 6/25/98
	
	David L. Mahoney and Winnifred C. Ellis 1998 Trust dtd 6/25/98
		
	By:	 	 /s/ David L. Mahoney

	Name: 	 	David L. Mahoney
	Title:	 	Trustee
	
	Address:
	
	121 Jordan Avenue
	San Francisco, CA 94118



  
 [SIGNATURE PAGE TO
AMENDED AND RESTATED FEE AND REIMBURSEMENT AGREEMENT] 








  

	
	JEFFREY P. HUGHES
	
	 /s/ Jeffrey P. Hughes

	Jeffrey P. Hughes
	
	Address:
	
	1040 Fifth Avenue
	NewYork, NY 10028



  
 [SIGNATURE PAGE TO
AMENDED AND RESTATED FEE AND REIMBURSEMENT AGREEMENT] 








  

			
	 LYNN J. HORN

	
	 /s/ Lynn J. Horn

	
	Address:
	
	59 Wooleys Lane
	Great Neck, NY 11023



  
 [SIGNATURE PAGE TO
AMENDED AND RESTATED FEE AND REIMBURSEMENT AGREEMENT] 








  

			
	TRUST FBO DAVID STERN
	
	Trust fbo David Stern
		
	By: 	 	 /s/ Jonathan Stern

		 	Jonathan Stern, Trustee
	
	Address:
	
	38 Taylor Ave
	Harrison, NY 10528



  
 [SIGNATURE PAGE TO
AMENDED AND RESTATED FEE AND REIMBURSEMENT AGREEMENT] 








  

	
	JAMES STERN
	
	 /s/ James Stern

	James Stern
	
	Address:
	
	38 Taylor Avenue
	Harrison, NY 10528


  

  
 [SIGNATURE PAGE TO
AMENDED AND RESTATED FEE AND REIMBURSEMENT AGREEMENT] 








  

			
	TRUST U/W/O LENORE O. STERN
	
	Trust u/w/o Lenore O. Stern
		
	By: 	 	 /s/ James A. Stern

		 	James A. Stern, Trustee
	
	Address:
	
	38 Taylor Avenue
	Harrison, NY 10528



  
 [SIGNATURE PAGE TO
AMENDED AND RESTATED FEE AND REIMBURSEMENT AGREEMENT] 








  

			
	TRUST FBO PETER STERN
	
	Trust fbo Peter Stern
		
	By: 	 	 /s/ Jonathan Stern

		 	Jonathan Stern, Trustee
	
	Address:
	
	38 Taylor Avenue
	Harrison, NY 10528



  
 [SIGNATURE PAGE TO
AMENDED AND RESTATED FEE AND REIMBURSEMENT AGREEMENT] 








  

			
	 LEVINE-ZACHARIUS LIVING TRUST

DTD 11/17/1989

	
	Levine-Zacharius Living Trust dtd 11/17/1989
		
	By: 	 	 /s/ David O. Levine

		 	David O. Levine, Trustee
	
	Address:
	
	10347 Tennessee Avenue
	Los Angeles, CA 90064



  
 [SIGNATURE PAGE TO
AMENDED AND RESTATED FEE AND REIMBURSEMENT AGREEMENT] 








  

			
	SASQUA FIELDS PARTNERS, LLC
	
	Sasqua Fields Partners, LLC
		
	By:	 	 /s/ David Kercher

	Name: 	 	David Kercher
	Title:	 	Managing Director
	
	Address:
	
	236 Main St., P.O. Box 621
	Southport, CT 06890-0621



  
 [SIGNATURE PAGE TO
AMENDED AND RESTATED FEE AND REIMBURSEMENT AGREEMENT] 








  

			
	 HOWARD & MARCIE ZELIKOW

LIVING TRUST DTD 5/30/07

	
	Howard & Marcie Zelikow Living Trust dtd 5/30/07
		
	By:	 	 /s/ Howard M. Zelikow

		 	Howard M. Zelikow, Trustee
		
	Name: 	 	 /s/ Marcie P. Zelikow

		 	Marcie P. Zelikow
	
	Address:
		
	 	 	 
	 	 	 
	 	 	 



  
 [SIGNATURE PAGE TO
AMENDED AND RESTATED FEE AND REIMBURSEMENT AGREEMENT] 








  

	
	MICHAEL TARGOFF
	
	 /s/ Michael Targoff

	Michael Targoff
	
	Address:
	
	600 Third Ave., 36th Floor
	New York, NY 10016



  
 [SIGNATURE PAGE TO
AMENDED AND RESTATED FEE AND REIMBURSEMENT AGREEMENT] 








  

	
	DAVID J. SHLADOVSKY
	
	 /s/ David J. Shladovsky

	David J. Shladovsky
	
	Address:
	
	788 Brooktree Road
	Pacific Palisades, CA 90272



  
 [SIGNATURE PAGE TO
AMENDED AND RESTATED FEE AND REIMBURSEMENT AGREEMENT] 








  

			
	 MARILYNE ARMSTRONG 2011

GRANTOR RETAINED ANNUITY
 TRUST DTD
6/2/11

	
	 Marilyne Armstrong 2011 Grantor Retained

Annuity Trust dtd 6/2/11

		
	By: 	 	 /s/ Marilyne Armstrong

		 	Marilyne Armstrong, Trustee
	
	Address:
	
	4035 Natasha Drive
	Lafayette, CA 94549



  
 [SIGNATURE PAGE TO
AMENDED AND RESTATED FEE AND REIMBURSEMENT AGREEMENT] 








  

	
	JOSEPH E. PARZICK
	
	 /s/ Joseph E. Parzick

	Joseph E. Parzick
	
	Address:
	
	437 Madison Avenue, Ste 33A
	New York, NY 10022



  
 [SIGNATURE PAGE TO
AMENDED AND RESTATED FEE AND REIMBURSEMENT AGREEMENT] 








  

	
	WILLIAM DAVID WALTERS
	
	 /s/ William David Walters

	William David Walters
	
	Address:
	
	410 Route O
	Everton, MO 65646



  
 [SIGNATURE PAGE TO
AMENDED AND RESTATED FEE AND REIMBURSEMENT AGREEMENT] 








 Annex 1 
  

																					
	 Guarantor
	  	Initial
Guarantee
Amount	 	  	Initial
Pro-Rata
Percentage	 	 	Additional
Obligation	 	  	Amended
Guarantee
Amount	 	  	Amended
Pro-Rata
Percentage	 
	 MidOcean Partners III, L.P.
	  	$	12,988,500	  	  	 	32.47	% 	 	 	6,493,099.70	  	  	 	19,481,599.70	  	  	 	32.47	  
	 MidOcean Partners III-A, L.P.
	  	$	6,904,800	  	  	 	17.26	% 	 	 	3,452,394.60	  	  	 	10,357,194.60	  	  	 	17.26	  
	 MidOcean Partners III-D, L.P
	  	$	1,106,700	  	  	 	2.77	% 	 	 	554,505.70	  	  	 	1,661,205.70	  	  	 	2.77	  
		  	  
	  
	 	  	  
	  
	 	 	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	 Mid Ocean Sub-Total
	  	$	21,000,000	  	  	 	52.5	% 	 				  	 	31,500,000	  	  	 	52.5	% 
	 Dick Kassar
	  	$	400,000	  	  	 	1.00	% 	 	 	200,000	  	  	 	600,000	  	  	 	1.00	  
	 Richard Thompson
	  	$	600,000	  	  	 	1.50	% 	 	 	—  	  	  	 	600,000	  	  	 	1.00	  
		  	  
	  
	 	  	  
	  
	 	 	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	 Management Sub-Total
	  	$	1,000,000	  	  	 	2.50	% 	 				  	 	1,500,000	  	  	 	2.00	% 
	 Richard and Suzanne Kayne Living Trust u/t/d 1/14/99
	  	$	5,032,286	  	  	 	12.58	  	 	 	2,516,139	  	  	 	7,548,425	  	  	 	12.58	  
	 Norris Trust dtd 6/18/02
	  	$	2,677,730	  	  	 	6.69	  	 	 	1,338,865	  	  	 	4,016,595	  	  	 	6.69	  
	 Michael Targoff & TGI Holdings, LLC
	  	$	1,373,795	  	  	 	3.43	  	 	 	686,898	  	  	 	2,060,693	  	  	 	3.43	  
	 Armstrong rust dtd 9/14/00
	  	$	1,200,000	  	  	 	3.00	  	 	 	900,000	  	  	 	2,100,000	  	  	 	3.50	  
	 David J. Shladovsky
	  	$	1,000,000	  	  	 	2.50	  	 	 	500,000	  	  	 	1,500,000	  	  	 	2.50	  
	 Mohn Family Trust
	  	$	892,029	  	  	 	2.23	  	 	 	446,015	  	  	 	1,338,044	  	  	 	2.23	  
	 James Stern, Trust fbo David Stern, Trust u/w/o Lenore O. Stern, Trust fbo Peter Stern
	  	$	887,779	  	  	 	2.22	  	 	 	443,890	  	  	 	1,331,669	  	  	 	2.22	  
	 Peter Neuwirth Trust dtd 12/9/91
	  	$	662,056	  	  	 	1.66	  	 	 	331,028	  	  	 	993,084	  	  	 	1.66	  
	 Douglas Hampson
	  	$	552,780	  	  	 	1.38	  	 	 	276,390	  	  	 	829,170	  	  	 	1.38	  
	 James R. Wilcox
	  	$	547,300	  	  	 	1.37	  	 	 	273,650	  	  	 	820,950	  	  	 	1.37	  
	 Patricia Neuwirth dtd 2/5/91
	  	$	492,250	  	  	 	1.23	  	 	 	246,125	  	  	 	738,375	  	  	 	1.23	  
	 David L. Mahoney and Winnifred C. Ellis 1998 Trust dtd 6/25/98
	  	$	419,410	  	  	 	1.05	  	 	 	209,705	  	  	 	629,115	  	  	 	1.05	  
	 Jeffrey P. Hughes
	  	$	355,188	  	  	 	0.89	  	 	 	177,594	  	  	 	532,782	  	  	 	0.89	  
	 The Lieberthal Trust dtd 3/23/99
	  	$	329,608	  	  	 	0.82	  	 	 	164,804	  	  	 	494,412	  	  	 	0.82	  


  
 -40- 









																					
	 Guarantor
	  	Initial
Guarantee
Amount	 	  	Initial
Pro-Rata
Percentage	 	 	Additional
Obligation	 	  	Amended
Guarantee
Amount	 	  	Amended
Pro-Rata
Percentage	 
	 Howard & Marcie Zelikow Living Trust dtd 5/30/07
	  	$	 305,081	  	  	 	0.76	  	 	 	152,541	  	  	 	457,622	  	  	 	0.76	  
	 Rudnick Living Trust dtd 7/22/91
	  	$	250,000	  	  	 	0.63	  	 	 	125,000	  	  	 	375,000	  	  	 	0.63	  
	 William A. Goldstein
	  	$	150,374	  	  	 	0.38	  	 	 	75,187	  	  	 	225,561	  	  	 	0.38	  
	 Lawrence S. Coben
	  	$	122,910	  	  	 	0.31	  	 	 	61,455	  	  	 	184,365	  	  	 	0.31	  
	 Levine-Zacharius Living Trust dtd 11/17/1989
	  	$	122,454	  	  	 	0.31	  	 	 	61,227	  	  	 	183,681	  	  	 	0.31	  
	 Douglas A. & Lori A. Schur Family Trust dtd 5/1/97
	  	$	112,427	  	  	 	0.28	  	 	 	56,214	  	  	 	168,641	  	  	 	0.28	  
	 Sasqua Fields Partners, LLC
	  	$	100,000	  	  	 	0.25	  	 	 	—  	  	  	 	100,000	  	  	 	0.17	  
	 Silvers Living Trust dtd 2/11/04
	  	$	75,000	  	  	 	0.19	  	 	 	87,500	  	  	 	162,500	  	  	 	0.27	  
	 Levine Family Investment, LP
	  	$	66,758	  	  	 	0.17	  	 	 	33,379	  	  	 	100,137	  	  	 	0.17	  
	 Marilyn S. Moscrip
	  	$	60,261	  	  	 	0.15	  	 	 	30,131	  	  	 	90,392	  	  	 	0.15	  
	 Scott Racine
	  	$	39,935	  	  	 	0.10	  	 	 	19,968	  	  	 	59,903	  	  	 	0.10	  
	 Joseph E. Parzick
	  	$	140,030	  	  	 	0.35	  	 	 	70,015	  	  	 	210,045	  	  	 	0.35	  
	 William David Walters
	  	$	23,247	  	  	 	0.06	  	 	 	11,624	  	  	 	34,871	  	  	 	0.06	  
	 Lynn Horn
	  	$	9,312	  	  	 	0.02	  	 	 	4,656	  	  	 	13,968	  	  	 	0.02	  
		  	  
	  
	 	  	  
	  
	 	 	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	 Freshpet Investors Sub-total
	  	$	18,000,000	  	  	 	45	% 	 	 	9,000,000	  	  	$	27,000,000	  	  	 	45.5	% 
	 Total All Guarantees
	  	$	40,000,000	  	  	 	100	% 	 				  	$	60,000,000	  	  	 	100	% 
		  	  
	  
	 	  	  
	  
	 	 	  
	  
	 	  	  
	  
	 	  	  
	  
	 

 . 

  
 -41- 








 Exhibit A 

Freshpet Investors 

  
 -42- 








 Exhibit B 

Other Guarantors 
 Richard Thompson 

Richard Kassar 

  
 -43-