EX-10.28



 Exhibit 10.28 

AMENDMENT NO. 1 TO AMENDED AND RESTATED FEE AND REIMBURSEMENT AGREEMENT 

This Amendment No. 1 to Amended and Restated Fee and Reimbursement Agreement (“Amendment”) is entered into as of
October 9, 2013 with an effective date as of September 30, 2013 by and among Professor Connor’s, Inc., a Delaware corporation (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, in order for
the Company to draw the maximum amount permitted under the Credit Agreement, Richard Kassar, Charles Norris and MidOcean are being requested to increase the amount of their Guarantees as a result of a decrease in the Guarantee by Richard Thompson.

 E. WHEREAS, the parties hereto now desire to amend Annex 1 to the Amended Fee Agreement to reflect the reallocated 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 Amendment; 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] 

  
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 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. 
  

			
	PROFESSOR CONNORS, INC.
		
	By:	 	 /s/ Richard Kassar

	Name: Richard Kassar
	Title:   President and Chief Financial Officer



  
 [SIGNATURE PAGE TO
AMENDMENT NO. 1 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. 1 TO AMENDED AND RESTATED FEE AND REIMBURSEMENT AGREEMENT] 








 
			
	THE NORRIS TRUST, DATED JUNE 18, 2002
		
	By:	 	 /s/ Charles A. Norris

		 	Charles A. Norris and Margaret T. Norris, as Trustees
	
	Address:
	
	481 Denslow Avenue
	Los Angeles, CA 90049


  

			
	CHARLES A. NORRIS	 	
		
	 /s/ Charles A. Norris
	 	  

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



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








 
	
	RICHARD C. THOMPSON
	
	 /s/ Richard C. Thompson

	Richard C. Thompson
	
	Address:
	
	 1820 Augusta Drive

	 Center Valley, PA 18034




  
 [SIGNATURE PAGE 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
AMENDED AND RESTATED FEE AND REIMBURSEMENT AGREEMENT] 








 Amendment to Annex 1 

 

																													
	 Guarantor
	  	Initial
Guarantee
Amount	 	  	Initial
Pro-Rata
Percentage1	 	 	Additional
Obligation	 	  	Amended
Guarantee
Amount	 	  	Amended
Pro-Rata
Percentage2	 	 	Further Amended
Guarantee
Amount	 	  	Further
Amended
Pro-Rata
Percentage3	 
	 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	% 
	 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	% 
	 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	% 
		  	  
	  
	 	  	  
	  
	 	 	  
	  
	 	  	  
	  
	 	  	  
	  
	 	 	  
	  
	 	  			
	 Mid Ocean Sub-Total
	  	$	21,000,000	  	  	 	52.5	% 	 				  	 	31,500,000	  	  	 	52.5	% 	 	$	31,600,000	  	  	 	52.67	% 
	 Dick Kassar
	  	$	400,000	  	  	 	1.00	% 	 	 	200,000	  	  	 	600,000	  	  	 	1.00	  	 	$	700,000	  	  	 	1.17	% 
	 Richard Thompson
	  	$	600,000	  	  	 	1.50	% 	 	 	—  	  	  	 	600,000	  	  	 	1.00	  	 	$	300,000	  	  	 	0.50	% 
		  	  
	  
	 	  	  
	  
	 	 	  
	  
	 	  	  
	  
	 	  	  
	  
	 	 	  
	  
	 	  			
	 Management Sub-Total
	  	$	1,000,000	  	  	 	2.50	% 	 				  	 	1,500,000	  	  	 	2.00	% 	 	$	1,000,000	  	  	 	1.67	% 
	 Norris Trust dtd 6/18/02
	  	$	2,677,730	  	  	 	6.69	  	 	 	1,338,865	  	  	 	4,016,595	  	  	 	6.69	  	 	$	4,116,595	  	  	 	6.86	% 
		  	  
	  
	 	  	  
	  
	 	 	  
	  
	 	  	  
	  
	 	  	  
	  
	 	 				  			
	 Freshpet Investors Sub-total
	  	$	18,000,000	  	  	 	45	% 	 	 	9,000,000	  	  	$	27,000,000	  	  	 	45.5	% 	 	$	27,400,000	  	  	 	45.66	% 
	 Total All Guarantees
	  	$	40,000,000	  	  	 	100	% 	 				  	$	60,000,000	  	  	 	100	% 	 	$	60,000,000	  	  	 	100.00	% 
		  	  
	  
	 	  	  
	  
	 	 	  
	  
	 	  	  
	  
	 	  	  
	  
	 	 				  			

  

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


	2	Effective from April 15, 2013 through September 30, 2013 


	3	Effective from September 30, 2013 


  
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