EX-10.29



 Exhibit 10.29 

AMENDMENT NO. 2 TO AMENDED AND RESTATED FEE AND REIMBURSEMENT AGREEMENT 

This Amendment No. 2 to Amended and Restated Fee and Reimbursement Agreement (“Amendment”) is entered into as of
April 7, 2014 by Freshpet, Inc., a Delaware corporation (formerly known as Professor Connor’s, Inc.) (the “Company”) and each of the other parties hereto. Capitalized terms used in this Amendment without separate
definition shall have the respective meanings assigned to them in the Amended Fee Agreement (as defined below). 
 R E C
I T A L S 
 A. WHEREAS, on April 15, 2013 the Original Credit Agreement was amended and restated to
provide that the lenders increased 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”). 
 B. WHEREAS, to induce OneWest to enter into the Credit Agreement, MidOcean, certain of the FPI Guarantors and
each of the Other Guarantors entered into (i) in the case of MidOcean, a First Amendment to the Equity Contribution Agreement and (ii) in the case 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. 

C. WHEREAS, in connection with entering into the Guarantors, the Guarantors and the Company entered into an Amended and Restated Fee and
Reimbursement Agreement dated as of April 15, 2013 (the “Amended Fee Agreement”); 
 D. WHEREAS, the Company now
desire to enter into the Fourth Amendment to the Credit Agreement (the “Fourth Amended Credit Agreement”) to increase the revolving loan facility to the maximum principal amount of $70 million; 

E. WHEREAS, the parties hereto now desire to amend further Annex 1 to the Amended Fee Agreement to reflect the liability among each of such
Guarantors under the Credit Agreement; it being understood and agreed that the rights and obligations of any Guarantor not a party to this Amendment shall not be modified by this Amendment. 

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

1. Fee. The parties hereto agree that Total Obligations will be calculated as follows: (x) the Initial Guarantee Amount from
and after the date that such Guarantor entered into the Guarantee through the date ending April 14, 2013 and (y) the Amended Guarantee Amount beginning on April 15, 2013, as adjusted effective September 30, 2013 to give effect to
the Second Amended Guarantee Amount, through the date ending the day prior to the effective date of the Fourth Amended Credit Amendment and (z) the Third Amended Guarantee Amount 







 
beginning as of the effective date of the Fourth Amended Credit Agreement; 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. 
 2.
Amendment to Annex 1. Annex 1 to the Amended Fee Agreement hereby is amended by modifying the Guarantee Amount for the parties identified on the Amendment to Annex I; it being agreed that the Guarantee Amount of any other Guarantor shall
be unaffected by such amendment. 
 3. Effect of Amendment. The parties hereto agree that except as otherwise set forth herein,
all terms of the Amended Fee Agreement shall remain in full force and effect. In the event of any inconsistency or conflict between the Amended Fee Agreement and this Amendment, the terms, conditions and provisions of this Amendment shall govern and
control. 
 4. Entire Agreement. This Amendment and the Amended Fee Agreement, including the Exhibits, Schedules and other
documents referred to therein which form a part thereof, contain the entire understanding of the parties hereto with respect to the subject matter contained herein and therein. From and after the execution of a counterpart hereof by the parties
hereto, any reference to the Amended Fee Agreement shall be deemed to be a reference to the Amended Fee Agreement as amended hereby. 
 5.
Governing Law. The interpretation and construction of this Amendment and all matters relating hereto, shall be governed by the laws of the State of New York applicable to contracts made and to be performed entirely within the State of New
York, without giving effect to any conflict of law provisions thereof. 
 6. Counterparts. This Amendment may be executed in
two or more counterparts, each of which shall constitute an original, and all of which taken together shall constitute one instrument. Any signature page delivered by a facsimile machine shall be binding to the same extent as an original signature
page. 
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

  
 -2- 








 IN WITNESS WHEREOF, the parties hereto have entered into this Amendment No. 1 to Amended
and Restated Fee and Reimbursement Agreement as of the date first written above. 
  

			
	FRESHPET, INC.
		
	By:	 	 /s/ Richard Kassar

	Name:	 	Richard Kassar
	Title:	 	President and Chief Financial Officer



  
 [SIGNATURE PAGE TO
AMENDMENT NO. 2 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: Jonathan Marlow



  

  
 [SIGNATURE PAGE TO
AMENDMENT NO. 2 TO AMENDED AND RESTATED FEE AND REIMBURSEMENT AGREEMENT] 








 
	
	RICHARD KASSAR
	
	 /s/ Richard Kassar

	Richard Kassar
	
	Address:
	
	200 East End Avenue, Apt. 4F
	New York, NY 10128



  
 [SIGNATURE PAGE TO
AMENDMENT NO. 2 TO AMENDED AND RESTATED FEE AND REIMBURSEMENT AGREEMENT] 








 
	
	RICHARD C. THOMPSON
	
	 /s/ Richard C. Thompson

	Richard C. Thompson
	
	Address:
	
	288 Halsey Neck Lane
	Southampton, NY 11968



  
 [SIGNATURE PAGE TO
AMENDMENT NO. 2 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:
	
	1800 Avenue of The Stars
	3rd Floor
	Los Angeles, CA 90067


  

	
	 FOR PURPOSES OF SECTION 5 OF
 THE
AMENDED FEE AGREEMENT:

	
	RICHARD A. KAYNE
	
	 /s/ Richard A. Kayne

	Richard A. Kayne
	
	Address:
	
	1800 Avenue of The Stars
	3rd Floor
	Los Angeles, CA 90067


  
  

  
 [SIGNATURE PAGE TO
AMENDMENT NO. 2 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 OF
 THE
AMENDED FEE AGREEMENT:

	
	FRESHPET INVESTORS, LLC


 
			
		
	By:	 	 /s/ Charles Norris

	Name: 	 	 Charles Norris

	Title:	 	 
	
	Address:
		
	 	 	 
	 	 	 
	 	 	 


  

  
 [SIGNATURE PAGE TO
AMENDMENT NO. 2 TO AMENDED AND RESTATED FEE AND REIMBURSEMENT AGREEMENT] 








 
			
	MICHAEL TARGOFF	 	
		
	 /s/ Michael Targoff
	 	  

	Michael Targoff	 	
		
	Address:	 	
		
	888 Seventh Ave., 40th Fl	 	
	New York, NY 10106	 	



  
 [SIGNATURE PAGE TO
AMENDMENT NO. 2 TO AMENDED AND RESTATED FEE AND REIMBURSEMENT AGREEMENT] 








  

			
	 ARMSTRONG TRUST UNDER AGREEMENT

DATED SEPTEMBER 14, 2000

	
	 Armstrong Trust Under Agreement Dated

September 14, 2000

		
		 	 /s/ William A. Armstrong

		 	William A. Armstrong, as Trustee
		
		 	 /s/ Marilyne Armstrong

		 	Marilyne Armstrong, as Trustee
		
		 	Address:
		
		 	964 Stow Lane
		 	Lafayette, CA 94549



  
 [SIGNATURE PAGE TO
AMENDMENT NO. 2 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
AMENDMENT NO. 2 TO AMENDED AND RESTATED FEE AND REIMBURSEMENT AGREEMENT] 








  

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

		 	Jarl Mohn, Trustee
		
	By: 	 	 /s/ Pamela Mohn

		 	Pamela Mohn, Trustee
	
	Address:
	
	100 Wilshire
	Suite 1830
	Santa Monica, CA 90401



  
 [SIGNATURE PAGE TO
AMENDMENT NO. 2 TO AMENDED AND RESTATED FEE AND REIMBURSEMENT AGREEMENT] 








 
			
	JAMES STERN	 	
		
	 /s/ James Stern
	 	
	James Stern	 	
		
	Address:	 	
		
	38 Taylor Lane	 	
	Harrison, NY 10528	 	



  
 [SIGNATURE PAGE TO
AMENDMENT NO. 2 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 Lane
	Harrison, NY 10528



  
 [SIGNATURE PAGE TO
AMENDMENT NO. 2 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 Lane
	Harrison, NY 10528



  
 [SIGNATURE PAGE TO
AMENDMENT NO. 2 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 Lane
	Harrison, NY 10528



  
 [SIGNATURE PAGE TO
AMENDMENT NO. 2 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:
		
	 	 	 
	 	 	 
	 	 	 



  
 [SIGNATURE PAGE TO
AMENDMENT NO. 2 TO AMENDED AND RESTATED FEE AND REIMBURSEMENT AGREEMENT] 








 
			
	DOUGLAS HAMPSON	 	
		
	 /s/ Douglas Hampson
	 	
	Douglas Hampson	 	
		
	Address:	 	
		
	 	 	 
	 	 	 
	 	 	 



  
 [SIGNATURE PAGE TO
AMENDMENT NO. 2 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
AMENDMENT NO. 2 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:
	
	479 Cuesta Way
	Los Angeles, CA 90077



  
 [SIGNATURE PAGE TO
AMENDMENT NO. 2 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 Mahoney

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



  
 [SIGNATURE PAGE TO
AMENDMENT NO. 2 TO AMENDED AND RESTATED FEE AND REIMBURSEMENT AGREEMENT] 








 
			
	JEFFREY P. HUGHES	 	
		
	 /s/ Jeffrey P. Hughes
	 	
	Jeffrey P. Hughes	 	
		
	Address:	 	
		
	1040 Fifth Avenue	 	
	New York, NY 10028	 	



  
 [SIGNATURE PAGE TO
AMENDMENT NO. 2 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:
		
	 	 	 
	 	 	 
	 	 	 



  
 [SIGNATURE PAGE TO
AMENDMENT NO. 2 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
AMENDMENT NO. 2 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:
	
	531 Barnaby Road
	Los Angeles, CA 90077



  
 [SIGNATURE PAGE TO
AMENDMENT NO. 2 TO AMENDED AND RESTATED FEE AND REIMBURSEMENT AGREEMENT] 








 
			
	WILLIAM A. GOLDSTEIN	 	
		
	 /s/ William A. Goldstein
	 	
	 William A. Goldstein
	 	
		
	 Address:
	 	
		
	8 Stillman Lane	 	
	Pleasantville, NY 10570	 	
		 	



  
 [SIGNATURE PAGE TO
AMENDMENT NO. 2 TO AMENDED AND RESTATED FEE AND REIMBURSEMENT AGREEMENT] 








 
			
	LAWRENCE S. COBEN	 	
		
	 /s/ Lawrence S. Coben
	 	
	Lawrence S. Coben	 	
		
	Address:	 	
		
	40 West 22nd Street, # 11	 	
	New York, NY 10010	 	
		 	



  
 [SIGNATURE PAGE TO
AMENDMENT NO. 2 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
		
	By: 	 	 /s/ Sherrie L. Zacharius

		 	Sherrie L. Zacharius
	
	Address:
	
	10347 Tennessee Ave
	Los Angeles, CA 90064
	



  
 [SIGNATURE PAGE TO
AMENDMENT NO. 2 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 Mont Calabasas Drive
	Calabasas, CA 91302
	



  
 [SIGNATURE PAGE TO
AMENDMENT NO. 2 TO AMENDED AND RESTATED FEE AND REIMBURSEMENT AGREEMENT] 








  

			
	SASQUA FIELDS PARTNERS, LLC
	a Delaware limited liability company
		
	By:	 	 /s/ James W. Meyer

	 Name:
	 	 James W. Meyer, as a Managing Director

		
	By:	 	 /s/ David T. Kercher

	 Name:
	 	 David T. Kercher, as a Managing Director

		 	
	
	Address:
	
	c/o Sasqua Fields Management LLC
	236 Main Street, P.O. Box 621
	Southport, CT 06890-0621



  
 [SIGNATURE PAGE TO
AMENDMENT NO. 2 TO AMENDED AND RESTATED FEE AND REIMBURSEMENT AGREEMENT] 








  

			
	SILVERS LIVING TRUST DTD 2/11/04
	
	Douglas A. & Lori A. Schur Family Trust dtd 5/1/97
		
	By: 	 	 /s/ Craig Silvers

	Name:	 	 Craig Silvers

	Title:	 	Trustee
		
	By: 	 	 /s/ Jeannine Vanian

	Name:	 	 Jeannine Vanian

	Title:	 	Trustee
	
	Address:
	
	10559 Cheviot Drive
	Los Angeles, CA 90064
	



  
 [SIGNATURE PAGE TO
AMENDMENT NO. 2 TO AMENDED AND RESTATED FEE AND REIMBURSEMENT AGREEMENT] 








  

			
	LEVINE FAMILY INVESTMENT, LP
	
	a Delaware limited partnership
		
	By:	 	 /s/ David O. Levine

	Name:	 	David O. Levine
	Title: a General Partner
		
	By:	 	 /s/ Alan Levine

	 Name:
	 	Alan Levine
	Title: a General Partner
	
	Address:
		
	 	 	 
	 	 	 
	 	 	 



  
 [SIGNATURE PAGE TO
AMENDMENT NO. 2 TO AMENDED AND RESTATED FEE AND REIMBURSEMENT AGREEMENT] 








 
			
	MARILYN S. MOSCRIP	 	
		
	 /s/ Marilyn S. Moscrip
	 	
	Marilyn S. Moscrip	 	
		
	Address:	 	
		
	1026 E. Elizabeth	 	
	Pasadena, CA 91104	 	
		 	



  
 [SIGNATURE PAGE TO
AMENDMENT NO. 2 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
AMENDMENT NO. 2 TO AMENDED AND RESTATED FEE AND REIMBURSEMENT AGREEMENT] 








 
			
	JOSEPH E. PARZICK	 	
		
	 /s/ Joseph E. Parzick
	 	
	Joseph E. Parzick	 	
		
	Address:	 	
		
	 	 	 
	 	 	 
	 	 	 


  

  
 [SIGNATURE PAGE TO
AMENDMENT NO. 2 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
AMENDMENT NO. 2 TO AMENDED AND RESTATED FEE AND REIMBURSEMENT AGREEMENT] 








  

			
	 LYNN HORN AND MITCHELL

CAGNER JTWROS

	
	Lynn Horn and Mitchell Cagner JTWROS
		
	By:	 	 /s/ Lynn Horn        /s/ Mitchell Cagner

	Name: 	 	 Lynn Horn         Mitchell Cagner

	Title:	 	 
	
	Address:
	
	59 Wooleys Lane
	Great Neck, NY 11023
	



  
 [SIGNATURE PAGE TO
AMENDMENT NO. 2 TO AMENDED AND RESTATED FEE AND REIMBURSEMENT AGREEMENT] 








 Annex I 
  

																																					
	 Guarantor
	  	Initial
Guarantee
Amount	 	  	Initial
Pro-Rata
Percentage1	 	 	Additional
Obligation	 	  	Amended
Guarantee
Amount	 	  	Amended
Pro-Rata
Percentage2	 	 	Second
Amended
Guarantee
Amount	 	  	Second
Amended
Pro-Rata
Percentage3	 	 	Third
Amended
Guarantee
Amount	 	  	Third
Amended
Pro-Rata
Percentage4	 
	 MidOcean Partners III, L.P.
	  	$	12,988,500	  	  	 	32.47	% 	 	 	6,493,099.70	  	  	 	19,481,599.70	  	  	 	32.47	  	 	$	19,543,446.05	  	  	 	32.57	% 	 	$	20,316,525.40	  	  	 	32.51	% 
	 MidOcean Partners III-A, L.P.
	  	$	6,904,800	  	  	 	17.26	% 	 	 	3,452,394.60	  	  	 	10,357,194.60	  	  	 	17.26	  	 	$	10,390,074.58	  	  	 	17.32	% 	 	$	10,801,074.37	  	  	 	17.28	% 
	 MidOcean Partners III-D, L.P
	  	$	1,106,700	  	  	 	2.77	% 	 	 	554,505.70	  	  	 	1,661,205.70	  	  	 	2.77	  	 	$	1,666,479.37	  	  	 	2.78	% 	 	$	1,732,400.23	  	  	 	2.77	% 
		  	  
	  
	 	  	  
	  
	 	 	  
	  
	 	  	  
	  
	 	  	  
	  
	 	 	  
	  
	 	  				 				  			
	 Mid Ocean Sub-Total
	  	$	21,000,000	  	  	 	52.5	% 	 				  	 	31,500,000	  	  	 	52.5	% 	 	$	31,600,000	  	  	 	52.67	% 	 	$	32,850,000	  	  	 	52.56	% 
	 Dick Kassar
	  	$	400,000	  	  	 	1.00	% 	 	 	200,000	  	  	 	600,000	  	  	 	1.00	  	 	$	700,000	  	  	 	1.17	% 	 	$	741,750.00	  	  	 	1.19	% 
	 Richard Thompson
	  	$	600,000	  	  	 	1.50	% 	 	 	—  	  	  	 	600,000	  	  	 	1.00	  	 	$	300,000	  	  	 	0.50	% 	 	$	300,000	  	  	 	0.48	% 
		  	  
	  
	 	  	  
	  
	 	 	  
	  
	 	  	  
	  
	 	  	  
	  
	 	 	  
	  
	 	  				 				  			
	 Management Sub-Total
	  	$	1,000,000	  	  	 	2.50	% 	 				  	 	1,500,000	  	  	 	2.00	% 	 	$	1,000,000	  	  	 	1.67	% 	 	$	1,041,750	  	  	 	1.67	% 
	 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	  	 				  				 	$	7,869,926	  	  	 	12.59	% 
	 Norris Trust dtd 6/18/02
	  	$	2,677,730	  	  	 	6.69	  	 	 	1,338,865	  	  	 	4,016,595	  	  	 	6.69	  	 	$	4,116,595	  	  	 	6.86	% 	 	$	4,287,670	  	  	 	6.86	% 
	 Michael Targoff & TGI Holdings, LLC
	  	$	1,373,795	  	  	 	3.43	  	 	 	686,898	  	  	 	2,060,693	  	  	 	3.43	  	 				  				 	$	2,155,047	  	  	 	3.45	% 
	 Armstrong rust dtd 9/14/00
	  	$	1,200,000	  	  	 	3.00	  	 	 	900,000	  	  	 	2,100,000	  	  	 	3.50	  	 				  				 	$	2,196,154	  	  	 	3.51	% 
	 David J. Shladovsky
	  	$	1,000,000	  	  	 	2.50	  	 	 	500,000	  	  	 	1,500,000	  	  	 	2.50	  	 				  				 	$	1,563,888	  	  	 	2.50	% 
	 Mohn Family Trust
	  	$	892,029	  	  	 	2.23	  	 	 	446,015	  	  	 	1,338,044	  	  	 	2.23	  	 				  				 	$	1,399,310	  	  	 	2.24	% 
	 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	  	 				  				 	$	1,392,643	  	  	 	2.23	% 
	 Peter Neuwirth Trust dtd 12/9/91
	  	$	662,056	  	  	 	1.66	  	 	 	331,028	  	  	 	993,084	  	  	 	1.66	  	 				  				 	$	1,038,555	  	  	 	1.66	% 
	 Douglas Hampson
	  	$	552,780	  	  	 	1.38	  	 	 	276,390	  	  	 	829,170	  	  	 	1.38	  	 				  				 	$	867,136	  	  	 	1.39	% 
	 James R. Wilcox
	  	$	547,300	  	  	 	1.37	  	 	 	273,650	  	  	 	820,950	  	  	 	1.37	  	 				  				 	$	858,539	  	  	 	1.37	% 
	 Patricia Neuwirth dtd 2/5/91
	  	$	492,250	  	  	 	1.23	  	 	 	246,125	  	  	 	738,375	  	  	 	1.23	  	 				  				 	$	772,183	  	  	 	1.24	% 
	 David L. Mahoney and Winnifred C. Ellis 1998 Trust dtd 6/25/98
	  	$	419,410	  	  	 	1.05	  	 	 	209,705	  	  	 	629,115	  	  	 	1.05	  	 				  				 	$	657,921	  	  	 	1.05	% 
	 Jeffrey P. Hughes
	  	$	355,188	  	  	 	0.89	  	 	 	177,594	  	  	 	532,782	  	  	 	0.89	  	 				  				 	$	557,177	  	  	 	0.89	% 
	 The Lieberthal Trust dtd 3/23/99
	  	$	329,608	  	  	 	0.82	  	 	 	164,804	  	  	 	494,412	  	  	 	0.82	  	 				  				 	$	517,050	  	  	 	0.83	% 
	 Howard & Marcie Zelikow Living Trust dtd 5/30/07
	  	$	305,081	  	  	 	0.76	  	 	 	152,541	  	  	 	457,622	  	  	 	0.76	  	 				  				 	$	478,575	  	  	 	0.77	% 
	 Rudnick Living Trust dtd 7/22/91
	  	$	250,000	  	  	 	0.63	  	 	 	125,000	  	  	 	375,000	  	  	 	0.63	  	 				  				 	$	392,170	  	  	 	0.63	% 
	 William A. Goldstein
	  	$	150,374	  	  	 	0.38	  	 	 	75,187	  	  	 	225,561	  	  	 	0.38	  	 				  				 	$	235,889	  	  	 	0.38	% 
	 Lawrence S. Coben
	  	$	122,910	  	  	 	0.31	  	 	 	61,455	  	  	 	184,365	  	  	 	0.31	  	 				  				 	$	192,807	  	  	 	0.31	% 
	 Levine-Zacharius Living Trust dtd 11/17/1989
	  	$	122,454	  	  	 	0.31	  	 	 	61,227	  	  	 	183,681	  	  	 	0.31	  	 				  				 	$	192,091	  	  	 	0.31	% 
	 Douglas A. & Lori A. Schur Family Trust dtd 5/1/97
	  	$	112,427	  	  	 	0.28	  	 	 	56,214	  	  	 	168,641	  	  	 	0.28	  	 				  				 	$	176,363	  	  	 	0.28	% 
	 Sasqua Fields Partners, LLC
	  	$	100,000	  	  	 	0.25	  	 	 	—  	  	  	 	100,000	  	  	 	0.17	  	 				  				 	$	104,579	  	  	 	0.17	% 
	 Silvers Living Trust dtd 2/11/04
	  	$	75,000	  	  	 	0.19	  	 	 	87,500	  	  	 	162,500	  	  	 	0.27	  	 				  				 	$	169,940	  	  	 	0.27	% 
	 Levine Family Investment, LP
	  	$	66,758	  	  	 	0.17	  	 	 	33,379	  	  	 	100,137	  	  	 	0.17	  	 				  				 	$	104,722	  	  	 	0.17	% 
	 Marilyn S. Moscrip
	  	$	60,261	  	  	 	0.15	  	 	 	30,131	  	  	 	90,392	  	  	 	0.15	  	 				  				 	$	94,531	  	  	 	0.15	% 
	 Scott Racine
	  	$	39,935	  	  	 	0.10	  	 	 	19,968	  	  	 	59,903	  	  	 	0.10	  	 				  				 	$	62,646	  	  	 	0.10	% 
	 Joseph E. Parzick
	  	$	140,030	  	  	 	0.35	  	 	 	70,015	  	  	 	210,045	  	  	 	0.35	  	 				  				 	$	219,662	  	  	 	0.35	% 
	 William David Walters
	  	$	23,247	  	  	 	0.06	  	 	 	11,624	  	  	 	34,871	  	  	 	0.06	  	 				  				 	$	36,468	  	  	 	0.06	% 
	 Lynn Horn
	  	$	9,312	  	  	 	0.02	  	 	 	4,656	  	  	 	13,968	  	  	 	0.02	  	 				  				 	$	14,608	  	  	 	0.02	% 
		  	  
	  
	 	  	  
	  
	 	 	  
	  
	 	  	  
	  
	 	  	  
	  
	 	 	  
	  
	 	  	  
	  
	 	 				  			
	 Freshpet Investors Sub-total
	  	$	18,000,000	  	  	 	45	% 	 	 	9,000,000	  	  	$	27,000,000	  	  	 	45.5	% 	 	$	28,608,250	  	  	 	45.66	% 	 	$	28,608,250	  	  	 	45.77	% 
	 Total All Guarantees
	  	$	40,000,000	  	  	 	100	% 	 				  	$	60,000,000	  	  	 	100	% 	 	$	60,000,000	  	  	 	100.00	% 	 	$	62,500,000	  	  	 	100	% 
		  	  
	  
	 	  	  
	  
	 	 	  
	  
	 	  	  
	  
	 	  	  
	  
	 	 	  
	  
	 	  	  
	  
	 	 	  
	  
	 	  	  
	  
	 

  

	1	Effective from June 8, 2012 through April 14, 2013 


	2	Effective from April 15, 2013 through September 29, 2013 


	3	Effective from September 30, 2013 


	4	Effective from April [     ], 2014