INDEMNIFICATION AGREEMENTIndemnification Agreement • February 24th, 2012 • Annie's, Inc. • Food and kindred products • Delaware
This Indemnification Agreement (this “Agreement”) is made as of , 20 by and between Annie’s, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement. Certain capitalized terms used herein are defined in Section 2 hereof.
2,537,096 Shares Annie’s, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 14th, 2013 • Annie's, Inc. • Food and kindred products • New York
AGREEMENT AND PLAN OF MERGER by and among GENERAL MILLS, INC., SANDY ACQUISITION CORPORATION and ANNIE’S, INC Dated as of September 8, 2014Agreement and Plan of Merger • September 8th, 2014 • Annie's, Inc. • Food and kindred products • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of September 8, 2014 (this “Agreement”), by and among General Mills, Inc., a Delaware corporation (“Parent”), Sandy Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Annie’s, Inc., a Delaware corporation (the “Company”).
SHARE REPURCHASE AGREEMENTShare Repurchase Agreement • March 1st, 2013 • Annie's, Inc. • Food and kindred products • New York
This SHARE REPURCHASE AGREEMENT (this “Agreement”) is made as of February 28, 2013 by and among Annie’s, Inc., a Delaware corporation (the “Company”), Solera Partners, L.P., a Delaware limited partnership, and SCI Partners, L.P., a Delaware limited partnership. Solera Partners, L.P. and SCI Partners, L.P. are referred to herein collectively as the “Selling Stockholders.”
TriNet Employer Group SUBSCRIBER SERVICE AGREEMENTSubscriber Service Agreement • March 9th, 2012 • Annie's, Inc. • Food and kindred products • California
This AGREEMENT is made between the individual or firm named as SUBSCRIBER on Exhibit A (which is incorporated into this agreement) and TriNet Employer Group, Inc. (TRINET) a California corporation.
STOCK OPTION PURCHASE AGREEMENTStock Option Purchase Agreement • December 1st, 2011 • Annie's, Inc. • Delaware
This STOCK OPTION PURCHASE AGREEMENT (this “Agreement”), dated as of April 27, 2011, is by and between Annie’s, Inc., a Delaware corporation (the “Company”), and Sarah Bird, an individual residing at 45 St. James Place, Piedmont, CA 94611 (the “Seller”). The Company and the Seller are referred to collectively as the “Parties.”
Annie’s, Inc. Header]Annie's, Inc. • January 18th, 2012 • Food and kindred products • California
This letter is with reference to our meeting on April 1, 2011 regarding your employment with Annie’s, Inc. and its related entities (collectively the “Company”) and our subsequent discussions. As we discussed, the Company has made the business decision to end your employment relationship, but it is willing to agree to the mutual separation of your employment pursuant to your resignation on May 31, 2011, and the Company has offered you a separation package in exchange for a release of all claims as set forth in this letter below. This letter supersedes and replaces the prior severance offer letters presented to you dated April 1, 2011, April 7, 2011, April 14, 2011, and April 15, 2011. You may accept the terms of the separation package as described below by signing and returning a copy of this letter to my attention.
Confidential information redacted and filed separately with the Commission. Omitted portions indicated by [***]Annie's, Inc. • March 9th, 2012 • Food and kindred products
Our terms of payment are net [***] days from the invoice date in U.S. dollars. Payments received within ten days of invoice date earn a one percent discount on that portion of the invoice amount which represents glass, F.O.B. Bridgeton, New Jersey and not including pallet charges. We will charge interest at [***] percent per month on all amounts outstanding for more than [***] days, including the billed amount ($[***] each) for pallets. If a customer’s account discloses amounts of any sort outstanding for more than[***] days we will not release glass to that customer until payment is received for all amounts outstanding for[***] or more days.
AGREEMENT OF PURCHASE AND SALEAgreement of Purchase and Sale • November 7th, 2013 • Annie's, Inc. • Food and kindred products • Missouri
THIS AGREEMENT OF PURCHASE AND SALE (“Agreement”) is made as of November 5, 2013 (the “Effective Date”), by and among SAFEWAY AUSTRALIA HOLDINGS, INC., a Delaware corporation (“Safeway AUS”), SAFEWAY INC., a Delaware corporation (“Safeway” and, together with Safeway AUS, the “Selling Parties” and each, a “Selling Party”), and ANNIE’S, INC., a Delaware corporation (“Buyer”). Safeway AUS, Safeway and Buyer each are referred to herein as a “Party” and collectively as the “Parties”.
RETENTION AGREEMENTRetention Agreement • September 8th, 2014 • Annie's, Inc. • Food and kindred products • Delaware
This Retention Agreement (the “Agreement”) is entered into as of September 8, 2014, by and between Annie’s, Inc., a Delaware Corporation (the “Company”), General Mills, Inc., a Delaware Corporation (“Parent”), and John Foraker (“Employee”) with reference to the following:
AMENDED AND RESTATED SECURITY AGREEMENTAmended and Restated Security Agreement • January 18th, 2012 • Annie's, Inc. • Food and kindred products
THIS AMENDED AND RESTATED SECURITY AGREEMENT (this “Agreement”) dated as of August 25, 2010, is between ANNIE’S, INC., a Delaware corporation, formerly known as Homegrown Naturals, Inc., which is qualified to do business in the State of California as Homegrown Naturals, ANNIE’S ENTERPRISES, INC., a Vermont corporation, ANNIE’S HOMEGROWN, INC., a Delaware corporation, and NAPA VALLEY KITCHENS, a California corporation (individually and collectively, the “Pledgor”) and BANK OF AMERICA, N.A., its subsidiaries and affiliates (collectively, the “Bank”).
PRODUCT SUPPLY AGREEMENTProduct Supply Agreement • March 9th, 2012 • Annie's, Inc. • Food and kindred products • New York
This PRODUCT SUPPLY AGREEMENT (this “Agreement”) is entered into and effective as of November 1, 2011 (the “Effective Date”) by and between Annie’s Homegrown, Inc., a Delaware corporation with its principal offices located at 1610 Fifth Street, Berkeley, CA 94710 (“Annie’s”), and DairiConcepts, L.P., a Delaware limited partnership with its principal offices located at 3253 East Chestnut Expressway, Springfield, Missouri 65802 (“DC”) (each of Annie’s and DC, a “Party” and together the “Parties”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 18th, 2014 • Annie's, Inc. • Food and kindred products • California
This Executive Employment Agreement (the “Agreement”) is entered into on June 17, 2014 (the “Effective Date”) by and between Annie’s, Inc., a Delaware Corporation (the “Company”), and Mark Mortimer (the “Executive”) with reference to the following:
March 4, 2014 Safeway Inc. Safeway Australia Holdings, Inc.Annie's, Inc. • June 2nd, 2014 • Food and kindred products
REAFFIRMATION OF AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • March 8th, 2013 • Annie's, Inc. • Food and kindred products
In order to induce Bank of America, N.A. (the “Bank”) to enter into that certain Amendment No. 1 to the Second Amended and Restated Loan Agreement between the Bank and ANNIE’S, INC., a Delaware corporation, formerly known as Homegrown Naturals, Inc., which is qualified to do business in the State of California as Homegrown Naturals, ANNIE’S ENTERPRISES, INC., a Vermont corporation, ANNIE’S HOMEGROWN, INC., a Delaware corporation, and NAPA VALLEY KITCHENS, a California corporation (individually and collectively, the “Borrower”) dated as of March 7, 2013 (the “Agreement”), each of the undersigned (i) agrees that nothing contained in the Agreement shall diminish, alter, amend or effect the obligations of the undersigned under that certain Amended and Restated Security Agreement, dated August 25, 2010 (the “Security Agreement”) granting to the Bank a security interest in certain assets of the Borrower to secure all Indebtedness (as defined in the Security Agreement), or the Bank’s security
Confidential information redacted and filed separately with the Commission. Omitted portions indicated by [***] REVISED CONTRACT MANUFACTURING AND PACKAGING AGREEMENTRevised Contract Manufacturing and Packaging Agreement • January 18th, 2012 • Annie's, Inc. • Food and kindred products
This Agreement dated as of 4 -1 -, 2007 by and between Annie’s Homegrown, Inc. (“Annie’s”), a corporation organized and existing under the laws of the State of Delaware, with its principal place of business at 564 Gateway Drive, Napa, CA 94558, on the one hand, and Philadelphia Macaroni Company (doing business as Conte Luna Foods) (“Conte Luna”), a corporation organized and existing under the laws of the Commonwealth of Pennsylvania with its principal place of business at 760 South 11th Street, Philadelphia, Pennsylvania 19147, on the other hand.
Addendum to our Agreement dated January 12, 2007Annie's, Inc. • March 9th, 2012 • Food and kindred products
Please let this letter agreement serve as an addendum to extend the on-going agreement between Leone Industries (“Leone”) and Annie’s, Inc. (“Annie’s”), their successors or assigns dated January 12, 2007 which currently runs through June 30, 2009 until June 30, 2013 (the “Term”). Once signed, this addendum will become part of the previously signed Agreement dated January 12, 2007 by and between Leone and Annie’s (the “Original Agreement” and as amended hereby, the “Agreement”) and will be subject to the same terms and conditions unless otherwise noted below. The prices provided are based upon that Agreement continuing and the volumes and items being purchased on a normal and exclusive basis.
Annie’s, Inc.Annie's, Inc. • September 22nd, 2014 • Food and kindred products
We are pleased to inform you that, on September 8, 2014, Annie’s, Inc. (“Annie’s”) entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with General Mills, Inc. (“General Mills”) and Sandy Acquisition Corporation, a wholly owned subsidiary of General Mills (“Purchaser”). In accordance with the Merger Agreement, Purchaser has today commenced a tender offer (the “Offer”) to purchase all of the outstanding shares of our common stock, par value $0.001 per share (“Common Stock”), at a purchase price of $46.00 per share (the “Offer Price”), net to the seller in cash, without interest and less any required withholding taxes.
Confidential information redacted and filed separately with the Commission. Omitted portions indicated by [***]. AMENDED AND RESTATED CONTRACT MANUFACTURING AND PACKAGING AGREEMENTContract Manufacturing and Packaging Agreement • October 31st, 2012 • Annie's, Inc. • Food and kindred products
This Agreement dated as of September 25, 2012 (the “Effective Date”) by and between Annie’s Homegrown, Inc. (“Annie’s”), a corporation organized and existing under the laws of the State of Delaware, with its principal place of business at 1610 Fifth Street, Berkeley, California 94710, on the one hand, and Philadelphia Macaroni Company (“PMAC”), a corporation organized and existing under the laws of the Commonwealth of Pennsylvania with its principal place of business at 760 South 11th Street, Philadelphia, Pennsylvania 19147, on the other hand.
THIRD AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT OF ANNIE’S, INC.Stockholders’ Agreement • December 1st, 2011 • Annie's, Inc. • New York
This THIRD AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT is entered into as of November 22, 2011 (this “Agreement”) by and among Annie’s, Inc. (f/k/a Natural Acquisition Corp. and later Homegrown Naturals, Inc.), a Delaware corporation (the “Company”), Solera Partners, L.P., a Delaware limited partnership (“Solera Partners”), SCI Partners, L.P., a Delaware limited partnership (“SCI” and, together with Solera Partners, “Solera”), the stockholders identified on Schedule A and any party that becomes a stockholder by executing a counterpart hereto (each, a “Continuing Stockholder”). The Continuing Stockholders, together with Solera, are hereinafter referred to collectively as the “Stockholders”. Capitalized terms not defined herein shall have the respective meanings attributed to them in Article VI.
Confidential information redacted and filed separately with the Commission. Omitted portions indicated by [***] CONTRACT MANUFACTURING AND PACKAGING AGREEMENTContract Manufacturing and Packaging Agreement • January 18th, 2012 • Annie's, Inc. • Food and kindred products • New York
Agreement dated as of May 29, 2009 by and between Annie’s Enterprises, Inc. (d/b/a Annie’s Naturals) (“Customer”) and Chelten House Products, Inc. (“Manufacturer”), each a “Party” and together the “Parties”.
Confidential information redacted and filed separately with the Commission. Omitted portions indicated by [***]Annie's, Inc. • January 18th, 2012 • Food and kindred products
Our terms of payment are [***] days from the invoice date in U.S. dollars. Payments received within ten days of invoice date earn a one percent discount on that portion of the invoice amount which represents glass, F.O.B. Bridgeton, New Jersey and not including pallet charges. We will charge interest at[***] percent per month on all amounts outstanding for more than [***] days, including the billed amount ($ [***] each) for pallets. If a customer’s account discloses amounts of any sort outstanding for more than [***] days we will not release glass to that customer until payment is received for all amounts outstanding for [***] or more days.
Confidential information redacted and filed separately with the Commission. Omitted portions indicated by [***] REVISED CONTRACT MANUFACTURING AND PACKAGING AGREEMENTRevised Contract Manufacturing and Packaging Agreement • March 9th, 2012 • Annie's, Inc. • Food and kindred products
This Agreement dated as of 4–1-, 2007 by and between Annie’s Homegrown, Inc. (“Annie’s”), a corporation organized and existing under the laws of the State of Delaware, with its principal place of business at 564 Gateway Drive, Napa, CA 94558, on the one hand, and Philadelphia Macaroni Company (doing business as Conte Luna Foods) (“Conte Luna”), a corporation organized and existing under the laws of the Commonwealth of Pennsylvania with its principal place of business at 760 South 11th Street, Philadelphia, Pennsylvania 19147, on the other hand.
Amendment to Warehousing of Goods AgreementWarehousing of Goods Agreement • June 2nd, 2014 • Annie's, Inc. • Food and kindred products
This Amendment (the “Amendment”) is made and entered into as of June 13, 2012 by and between Annie’s, Inc. (“ANNIE’S”), and Distribution 2000, Inc. (“D2000”) (collectively the “PARTIES”) and amends, as set forth below, that certain Warehousing of Goods Agreement by and between the ANNIE’S and D2000 dated September 30, 2011 (the “Agreement”).
HOMEGROWN NATURALS, INC. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT Dated as of November 14, 2005Registration Rights Agreement • December 1st, 2011 • Annie's, Inc. • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), amended as of November 14, 2005, by and among Homegrown Naturals, Inc., a Delaware corporation (the “Company”), Solera Partners, L.P., a Delaware limited partnership (“Solera Partners”), SCI Partners, L.P., a Delaware limited partnership (“SCI” and, together with Solera Partners, “Solera”) and the stockholders identified on Schedule A and any party that becomes a stockholder by executing a counterpart hereto (each, a “Continuing Stockholder”). The Continuing Stockholders, together with Solera, are hereinafter referred to collectively as the “Stockholders”. Capitalized terms used in this Agreement have the respective meanings attributed to them in Section 1.
ContractWarrant Agreement • December 1st, 2011 • Annie's, Inc. • California
THESE SECURITIES (INCLUDING THE PREFERRED STOCK AND COMMON STOCK UNDERLYING THESE SECURITIES) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 ACT AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.
Confidential information redacted and filed separately with the Commission. Omitted portions indicated by [***]. Amendment to Contract Manufacturing and Packaging AgreementManufacturing and Packaging Agreement • October 31st, 2012 • Annie's, Inc. • Food and kindred products
This Amendment (the “Amendment”) dated as of September 25, 2012 to the Contract Manufacturing and Packaging Agreement by and between Annie’s Enterprises, Inc. d/b/a Annie’s Naturals (“Customer”) and Chelten House Products, Inc. (“Manufacturer”) dated May 29, 2009 (the “Agreement”), each a “Party” and together the “Parties.” All capitalized terms used, but not otherwise defined, herein shall have the meanings ascribed to them in the Agreement.
AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED LOAN AGREEMENTJoinder Agreement • November 7th, 2013 • Annie's, Inc. • Food and kindred products
This Amendment No. 2 (the “Amendment”) dated as of November 5, 2013, is between Bank of America, N.A. (the “Bank”) and ANNIE’S, INC., a Delaware corporation, formerly known as Homegrown Naturals, Inc., which is qualified to do business in the State of California as Homegrown Naturals, ANNIE’S ENTERPRISES, INC., a Vermont corporation, which is qualified to do business in the State of California as Annie’s Naturals, ANNIE’S HOMEGROWN, INC., a Delaware corporation and NAPA VALLEY KITCHENS, a California corporation (individually and collectively, the “Borrower”).
Transition and Separation AgreementTransition and Separation Agreement • June 2nd, 2014 • Annie's, Inc. • Food and kindred products • California
This Transition and Separation Agreement (this “Agreement”) is entered into as of March 26, 2014 (the “Effective Date”), by Isobel Jones (the “Executive”), on the one hand, and Annie’s, Inc. (the “Company”), on the other hand (the Executive and the Company are referred to collectively as the “Parties”).
Confidential information redacted and filed separately with the Commission. Omitted portions indicated by [***] CONTRACT MANUFACTURING AND PACKAGING AGREEMENTContract Manufacturing and Packaging Agreement • January 18th, 2012 • Annie's, Inc. • Food and kindred products • Oregon
This Agreement (the “Agreement”), dated this 18 day of April, 2008, is between Annie’s Homegrown, Inc. (“Customer”), and Harmony Foods Corp (dba Santa Cruz Nutritionals), a Delaware corporation (“Manufacturer”).
TERMINATION AGREEMENTTermination Agreement • July 30th, 2012 • Annie's, Inc. • Food and kindred products • New York
THIS TERMINATION AGREEMENT (this “Agreement”) is entered into as of July 26, 2012, by and among Annie’s, Inc. (the “Company”), Solera Partners, L.P. and SCI Partners, L.P. (collectively, “Solera” and, together with the Company, the “Parties”).
Transition and Separation AgreementTransition and Separation Agreement • March 31st, 2014 • Annie's, Inc. • Food and kindred products • California
This Transition and Separation Agreement (this “Agreement”) is entered into as of March 28, 2014 (the “Effective Date”), by Amanda Martinez (the “Executive”), on the one hand, and Annie’s, Inc. (the “Company”), on the other hand (the Executive and the Company are referred to collectively as the “Parties”).
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • March 8th, 2013 • Annie's, Inc. • Food and kindred products
This Amendment No. 1 (the “Amendment”) dated as of March 7, 2013, is between Bank of America, N.A. (the “Bank”) and ANNIE’S INC., a Delaware corporation, formerly known as Homegrown Naturals, Inc., which is qualified to do business in the State of California as Homegrown Naturals, ANNIE’S ENTERPRISES, INC., a Vermont corporation, which is qualified to do business in the State of California as Annie’s Naturals, ANNIE’S HOMEGROWN, INC., a Delaware corporation, and NAPA VALLEY KITCHENS, a California corporation (individually and collectively, the “Borrower”).
Dear Colleagues,Annie's, Inc. • September 22nd, 2014 • Food and kindred products
As you are aware, on September 8, 2014, the Company entered into a merger agreement with General Mills, Inc. (“General Mills”). Under the terms of the merger agreement, a subsidiary of General Mills (“Purchaser”) is offering to purchase all of the outstanding shares of Company common stock for a price of $46.00 per share, without interest and subject to applicable withholding taxes (the “offer”). Following the closing of the offer and the satisfaction of the conditions to closing described in the merger agreement, Purchaser will be merged with and into the Company (the “merger”).
Confidential information redacted and filed separately with the Commission. Omitted portions indicated by [***]Agreement • March 9th, 2012 • Annie's, Inc. • Food and kindred products • California
Agreement dated as of January 2, 2009 by and between Annie’s, Inc. (“CUSTOMER”) and Distribution 2000, Inc. (“D2000” and together with CUSTOMER, the “PARTIES”).
