AMENDED AND RESTATED FEE AND REIMBURSEMENT AGREEMENT

Exhibit 10.23

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 Xxxxxxxxx Xxxxxx’x, 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

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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

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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  Xxxxxxxx: 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.

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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.

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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 000 Xxxxx Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000, and/or via facsimile at (000) 000-0000 and addressed to the attention of Xxxxxxx Xxxxxx, 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

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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).

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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.

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

XXXXXXXXX XXXXXXX, INC.
By:		/s/ Xxxxxxx Xxxxxx
Name:		Xxxxxxx Xxxxxx
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/ Xxxxxx Spring
Name:		Xxxxxx 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/ Xxxxxx Spring
Name:		Xxxxxx 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/ Xxxxxx Spring
Name:		Xxxxxx Spring
Title:		Managing Director

Address:

000 Xxxx Xxxxxx, 00xx Xxxxx

Xxx Xxxx, XX 00000

Attn: J. Xxxxx Xxxxx

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

XXXXXXX AND XXXXXXX XXXXX LIVING TRUST U/T/D 1/14/99
Xxxxxxx and Xxxxxxx Xxxxx Living Trust u/t/d 1/14/99
By:		/s/ Xxxxxxx X. Xxxxx
		Xxxxxxx X. Xxxxx, Trustee
By:		/s/ Xxxxxxx X. Xxxxx
		Xxxxxxx X. Xxxxx, Trustee
Address:
c/o Xxxxx Xxxxxxxx Capital Advisors, LP
0000 Xxx. xx Xxx Xxxxx, 0xx Xxxxx
Xxx Xxxxxxx, XX 00000

FOR PURPOSES OF SECTION 5:

XXXXXXX X. XXXXX

/s/ Xxxxxxx X. Xxxxx

Xxxxxxx X. Xxxxx

Address:

c/o Xxxxx Xxxxxxxx Capital Advisors, LP

0000 Xxx. xx Xxx Xxxxx, 0^xx Xxxxx

Xxx Xxxxxxx, XX 00000

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

XXXXXX FAMILY INVESTMENT, XX
Xxxxxx Family Investment, LP
By:		/s/ Xxxxx X. Xxxxxx
Name:		Xxxxx X. Xxxxxx
Title:		General Partner
Address:
Xxxxxx Family Investment, LP
c/o Xxxxx X. Xxxxxx
00000 Xxxxxxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000

[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/ Xxxx X. Xxxxxxxxxx
		Xxxx X. Xxxxxxxxxx, Trustee
Address:
000 Xxx Xxx Xx.
Xxx Xxxxxxx, XX 00000

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

XXXXXXXX XXXXXXXX DTD 2/5/91
Xxxxxxxx Xxxxxxxx dtd 2/5/91
By:		/s/ Xxxxxxxx Xxxxxxxx
		Xxxxxxxx Xxxxxxxx, Trustee
Address:
000 Xxxxxx Xxx
Xxx Xxxxxxx, XX 00000

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

XXXX FAMILY TRUST
Xxxx Family Trust
By:		/s/ Xxxx Xxxx
		Xxxx Xxxx, Trustee
Address:
The Xxxx Family Trust
000 Xxxxxxxx Xxxx., Xxx. 0000
Xxxxx Xxxxxx, XX 00000

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

XXXXX XXXXXXXX TRUST DTD 12/9/91
Xxxxx Xxxxxxxx Trust dtd 12/9/91
By:		/s/ Xxxxx X. Xxxxxxxx
		Xxxxx X. Xxxxxxxx, Trustee
Address:
000 Xxxxxx Xxx
Xxx Xxxxxxx, XX 00000

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

XXXXXX TRUST DTD 6/18/02
Xxxxxx Trust dtd 6/18/02
By:		/s/ Xxxxxxx X. Xxxxxx
		Xxxxxxx X. Xxxxxx, Trustee
By:		/s/ Xxxxxxxx X. Xxxxxx
		Xxxxxxxx X. Xxxxxx, Trustee
Address:
000 Xxxxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000

FOR PURPOSES OF SECTION 5:

XXXXXXX XXXXXX

/s/ Xxxxxxx Xxxxxx

Xxxxxxx Xxxxxx

Address:

000 Xxxxxxx Xxxxxx

Xxx Xxxxxxx, XX 00000

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

XXXXXX TRUST DTD 6/18/02
By:		/s/ Xxxxxxx X. Xxxxxx
		Xxxxxxx X. Xxxxxx, Trustee
By:		/s/ Xxxxxxxx X. Xxxxxx
		Xxxxxxxx X. Xxxxxx, Trustee
Address:
000 Xxxxxxx Xxxxxx Xxx Xxxxxxx, XX 00000

FOR PURPOSES OF SECTION 4:

FRESHPET INVESTORS, LLC

By:		/s/ Xxxxxxx X. Xxxxxx
Name:		Xxxxxxx X. Xxxxxx
Title:
Address:
000 Xxxxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000

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

XXXXX XXXXXX

/s/ Xxxxx Xxxxxx

Xxxxx Xxxxxx

Address:

0000 Xxxxxxx Xxxxxx

Xxxxxx, XX 00000

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

XXXXXXX LIVING TRUST DTD 7/22/91
Xxxxxxx Living Trust dtd 7/22/91
By:		/s/ Xxxxx X. Xxxxxxx
		Xxxxx X. Xxxxxxx, Trustee
By:		/s/ Xxxxx Xxxxxxx
		Xxxxx Xxxxxxx, Trustee
Address:

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

XXXXXXXX X. XXXXX

/s/ Xxxxxxxx X. Xxxxx

Xxxxxxxx X. Xxxxx

Address:

00 Xxxx 00^xx Xx #00, XX, XX 00000

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

XXXXXXX X. & XXXX X. XXXXX FAMILY TRUST DTD 5/1/97
Xxxxxxx X. & Xxxx X. Xxxxx Family Trust dtd 5/1/97
By:		/s/ Xxxxxxx X. Xxxxx
		Xxxxxxx X. Xxxxx, Trustee
By:		/s/ Xxxx X. Xxxxx
		Xxxx X. Xxxxx, Trustee
Address:
00000 X. Xxxx Xxxxxxxxx Xx.
Xxxxxxxxx, XX 00000

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

XXXXX X. XXXXXX

/s/ Xxxxx X. Xxxxxx

Xxxxx X. Xxxxxx

Address:

0000 Xxxxxxxxx Xxxx

Xxxxxx, XX 00000

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

XXXXXXXX X. XXXXXXX

/s/ Xxxxxxxx X. Xxxxxxx

Xxxxxxxx X. Xxxxxxx

Address:

00 00^xx Xxxxxx, Xxxx 0

Xxxxxx, XX 00000

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

XXXXX X. XXXXXXX AND XXXXXXXXX X. XXXXX 1998 TRUST DTD 6/25/98
Xxxxx X. Xxxxxxx and Xxxxxxxxx X. Xxxxx 1998 Trust dtd 6/25/98
By:		/s/ Xxxxx X. Xxxxxxx
Name:		Xxxxx X. Xxxxxxx
Title:		Trustee
Address:
000 Xxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000

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

XXXXXXX X. XXXXXX

/s/ Xxxxxxx X. Xxxxxx

Xxxxxxx X. Xxxxxx

Address:

0000 Xxxxx Xxxxxx

XxxXxxx, XX 00000

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

XXXX X. XXXX

/s/ Xxxx X. Xxxx

Address:

00 Xxxxxxx Xxxx

Xxxxx Xxxx, XX 00000

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

TRUST FBO XXXXX XXXXX
Trust fbo Xxxxx Xxxxx
By:		/s/ Xxxxxxxx Xxxxx
		Xxxxxxxx Xxxxx, Trustee
Address:
00 Xxxxxx Xxx
Xxxxxxxx, XX 00000

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

XXXXX XXXXX

/s/ Xxxxx Xxxxx

Xxxxx Xxxxx

Address:

00 Xxxxxx Xxxxxx

Xxxxxxxx, XX 00000

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

TRUST U/W/O XXXXXX X. XXXXX
Trust u/w/o Xxxxxx X. Xxxxx
By:		/s/ Xxxxx X. Xxxxx
		Xxxxx X. Xxxxx, Trustee
Address:
00 Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000

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

TRUST FBO XXXXX XXXXX
Trust fbo Xxxxx Xxxxx
By:		/s/ Xxxxxxxx Xxxxx
		Xxxxxxxx Xxxxx, Trustee
Address:
00 Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000

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

XXXXXX-XXXXXXXXX LIVING TRUST DTD 11/17/1989
Xxxxxx-Xxxxxxxxx Living Trust dtd 11/17/1989
By:		/s/ Xxxxx X. Xxxxxx
		Xxxxx X. Xxxxxx, Trustee
Address:
00000 Xxxxxxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000

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

SASQUA FIELDS PARTNERS, LLC
Sasqua Fields Partners, LLC
By:		/s/ Xxxxx Xxxxxxx
Name:		Xxxxx Xxxxxxx
Title:		Managing Director
Address:
000 Xxxx Xx., X.X. Xxx 000
Xxxxxxxxx, XX 00000-0000

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

XXXXXX & XXXXXX XXXXXXX LIVING TRUST DTD 5/30/07
Xxxxxx & Xxxxxx Xxxxxxx Living Trust dtd 5/30/07
By:		/s/ Xxxxxx X. Xxxxxxx
		Xxxxxx X. Xxxxxxx, Trustee
Name:		/s/ Xxxxxx X. Xxxxxxx
		Xxxxxx X. Xxxxxxx
Address:

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

XXXXXXX XXXXXXX

/s/ Xxxxxxx Xxxxxxx

Xxxxxxx Xxxxxxx

Address:

000 Xxxxx Xxx., 00^xx Xxxxx

Xxx Xxxx, XX 00000

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

XXXXX X. XXXXXXXXXX

/s/ Xxxxx X. Xxxxxxxxxx

Xxxxx X. Xxxxxxxxxx

Address:

000 Xxxxxxxxx Xxxx

Xxxxxxx Xxxxxxxxx, XX 00000

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

XXXXXXXX XXXXXXXXX 2011 GRANTOR RETAINED ANNUITY TRUST DTD 6/2/11
Xxxxxxxx Xxxxxxxxx 2011 Grantor Retained Annuity Trust dtd 6/2/11
By:		/s/ Xxxxxxxx Xxxxxxxxx
		Xxxxxxxx Xxxxxxxxx, Trustee
Address:
0000 Xxxxxxx Xxxxx
Xxxxxxxxx, XX 00000

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

XXXXXX X. XXXXXXX

/s/ Xxxxxx X. Xxxxxxx

Xxxxxx X. Xxxxxxx

Address:

000 Xxxxxxx Xxxxxx, Xxx 00X

Xxx Xxxx, XX 00000

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

XXXXXXX XXXXX XXXXXXX

/s/ Xxxxxxx Xxxxx Xxxxxxx

Xxxxxxx Xxxxx Xxxxxxx

Address:

000 Xxxxx X

Xxxxxxx, XX 00000

[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	%
Xxxx Xxxxxx		$	400,000				1.00	%			200,000				600,000				1.00
Xxxxxxx Xxxxxxxx		$	600,000				1.50	%			—				600,000				1.00
Management Sub-Total		$	1,000,000				2.50	%							1,500,000				2.00	%
Xxxxxxx and Xxxxxxx Xxxxx Living Trust u/t/d 1/14/99		$	5,032,286				12.58				2,516,139				7,548,425				12.58
Xxxxxx Trust dtd 6/18/02		$	2,677,730				6.69				1,338,865				4,016,595				6.69
Xxxxxxx Xxxxxxx & TGI Holdings, LLC		$	1,373,795				3.43				686,898				2,060,693				3.43
Xxxxxxxxx rust dtd 9/14/00		$	1,200,000				3.00				900,000				2,100,000				3.50
Xxxxx X. Xxxxxxxxxx		$	1,000,000				2.50				500,000				1,500,000				2.50
Xxxx Family Trust		$	892,029				2.23				446,015				1,338,044				2.23
Xxxxx Xxxxx, Trust fbo Xxxxx Xxxxx, Trust u/w/o Xxxxxx X. Xxxxx, Trust fbo Xxxxx Xxxxx		$	887,779				2.22				443,890				1,331,669				2.22
Xxxxx Xxxxxxxx Trust dtd 12/9/91		$	662,056				1.66				331,028				993,084				1.66
Xxxxxxx Xxxxxxx		$	552,780				1.38				276,390				829,170				1.38
Xxxxx X. Xxxxxx		$	547,300				1.37				273,650				820,950				1.37
Xxxxxxxx Xxxxxxxx dtd 2/5/91		$	492,250				1.23				246,125				738,375				1.23
Xxxxx X. Xxxxxxx and Xxxxxxxxx X. Xxxxx 1998 Trust dtd 6/25/98		$	419,410				1.05				209,705				629,115				1.05
Xxxxxxx X. Xxxxxx		$	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

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Guarantor		Initial Guarantee Amount				Initial Pro-Rata Percentage				Additional Obligation				Amended Guarantee Amount				Amended Pro-Rata Percentage
Xxxxxx & Xxxxxx Xxxxxxx Living Trust dtd 5/30/07		$	305,081				0.76				152,541				457,622				0.76
Xxxxxxx Living Trust dtd 7/22/91		$	250,000				0.63				125,000				375,000				0.63
Xxxxxxx X. Xxxxxxxxx		$	150,374				0.38				75,187				225,561				0.38
Xxxxxxxx X. Xxxxx		$	122,910				0.31				61,455				184,365				0.31
Xxxxxx-Xxxxxxxxx Living Trust dtd 11/17/1989		$	122,454				0.31				61,227				183,681				0.31
Xxxxxxx X. & Xxxx X. Xxxxx 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
Xxxxxxx Living Trust dtd 2/11/04		$	75,000				0.19				87,500				162,500				0.27
Xxxxxx Family Investment, LP		$	66,758				0.17				33,379				100,137				0.17
Xxxxxxx X. Xxxxxxx		$	60,261				0.15				30,131				90,392				0.15
Xxxxx Xxxxxx		$	39,935				0.10				19,968				59,903				0.10
Xxxxxx X. Xxxxxxx		$	140,030				0.35				70,015				210,045				0.35
Xxxxxxx Xxxxx Xxxxxxx		$	23,247				0.06				11,624				34,871				0.06
Xxxx Xxxx		$	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

Xxxxxxx Xxxxxxxx

Xxxxxxx Xxxxxx

-43-