Freshpet, Inc. Common Stock Underwriting AgreementUnderwriting Agreement • June 10th, 2019 • Freshpet, Inc. • Grain mill products • New York
The stockholders named in Schedule II hereto (the “Selling Stockholders”) of Freshpet, Inc., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 3,294,653 shares (the “Shares”) of Common Stock, par value $0.001 (“Stock”) of the Company. If the only firms listed in Schedule I hereto are the Representatives, then any references to the terms “Underwriters” and “Representatives” as used herein shall each be construed to refer to such firms. Further, if only one firm is listed in Schedule I hereto, then any references to the terms “Underwriters” and “Representatives” as used herein shall each be construed to mean “Underwriter” and “Representative,” respectively.
Underwriting AgreementUnderwriting Agreement • February 26th, 2021 • Freshpet, Inc. • Grain mill products • New York
Freshpet, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 2,100,000 shares of Common Stock, par value $0.001 (“Stock”) of the Company. The 2,100,000 shares of Stock to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 315,000 shares of Stock as provided in Section 2. The additional 315,000 shares of Stock to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Shares.”
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 4th, 2014 • Freshpet, Inc. • Grain mill products • Delaware
This Indemnification Agreement (this “Agreement”) is made as of [ ], 2014, by and between Freshpet, Inc., a Delaware corporation (the “Corporation”), in its own name and on behalf of its direct and indirect subsidiaries, and [ ], an individual (“Indemnitee”).
RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE FRESHPET, INC. 2014 OMNIBUS INCENTIVE PLANRestricted Stock Unit Agreement • October 27th, 2014 • Freshpet, Inc. • Grain mill products • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Freshpet, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Freshpet, Inc. 2014 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
RESTRICTED STOCK AGREEMENT PURSUANT TO THE FRESHPET, INC. 2014 OMNIBUS INCENTIVE PLANRestricted Stock Agreement • October 27th, 2014 • Freshpet, Inc. • Grain mill products • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Freshpet, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Freshpet, Inc. 2014 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
Freshpet, Inc. Common Stock Form of Underwriting AgreementFreshpet, Inc. • April 27th, 2015 • Grain mill products • New York
The stockholders named in Schedule II hereto (the “Selling Stockholders”) of Freshpet, Inc., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [●] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [●] additional shares (the “Optional Shares”) of Common Stock, par value $0.001 (“Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”).
NONQUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE FRESHPET, INC. 2014 OMNIBUS INCENTIVE PLANNonqualified Stock Option Agreement • October 27th, 2014 • Freshpet, Inc. • Grain mill products • Delaware
THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Freshpet, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Freshpet, Inc. 2014 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
INCENTIVE STOCK OPTION AGREEMENT PURSUANT TO THE FRESHPET, INC. 2014 OMNIBUS INCENTIVE PLANIncentive Stock Option Agreement • October 27th, 2014 • Freshpet, Inc. • Grain mill products • Delaware
THIS INCENTIVE STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Freshpet, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Freshpet, Inc. 2014 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
STOCK APPRECIATION RIGHTS AGREEMENT PURSUANT TO THE FRESHPET, INC. 2014 OMNIBUS INCENTIVE PLANStock Appreciation Rights Agreement • October 27th, 2014 • Freshpet, Inc. • Grain mill products • Delaware
THIS STOCK APPRECIATION RIGHTS AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Freshpet, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Freshpet, Inc. 2014 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
EMPLOYMENT AGREEMENTEmployment Agreement • April 30th, 2019 • Freshpet, Inc. • Grain mill products • New Jersey
THIS AGREEMENT by and between Freshpet, Inc., a Delaware corporation (the “Company”), and Richard Kassar (the “Executive”), is dated as of October __, 2014, but shall be effective only upon the earlier to occur of January 1, 2015 and the effective date of the initial public offering of equity securities of the Company pursuant to an offering registered under the Securities Act of 1933 (such earlier date, the “Effective Date”).
AMENDMENT NUMBER FIVE TO SECOND amended and restated LOAN AND SECURITY AGREEMENT AND CONSENTLoan and Security Agreement • August 13th, 2015 • Freshpet, Inc. • Grain mill products • California
THIS AMENDMENT NUMBER FIVE TO SECOND amended and restated LOAN AND SECURITY AGREEMENT AND CONSENT (this “Amendment”), dated as of May 14, 2015 is entered into by and among, on the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), CITY NATIONAL BANK, a national banking association (“CNB”), as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and FRESHPET, INC., a Delaware corporation (“Borrower”), and in light of the following:
AMENDMENT NUMBER ONE TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 12th, 2014 • Freshpet, Inc. • Grain mill products • California
THIS AMENDMENT NUMBER ONE TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of February 9, 2012 is entered into by and between PROFESSOR CONNOR’S, INC., a Delaware corporation (“Borrower”), and CITY NATIONAL BANK, a national banking association (“Lender”), and in light of the following:
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT by and among FRESHPET, INC. as Borrower, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and CITY NATIONAL BANK, together with its successors and assigns as the Arranger and...And Security Agreement • November 19th, 2014 • Freshpet, Inc. • Grain mill products • California
FIFTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT by and among FRESHPET, INC., as Borrower, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and CITY NATIONAL BANK, together with its successors and assigns as Lead Arranger and...Loan and Security Agreement • April 20th, 2020 • Freshpet, Inc. • Grain mill products • California
AMENDED AND RESTATED FEE AND REIMBURSEMENT AGREEMENTFee and Reimbursement Agreement • September 12th, 2014 • Freshpet, Inc. • Grain mill products • New York
This Amended and Restated Fee and Reimbursement Agreement (“Agreement”) is entered into as of April 15, 2013 by and among Professor Connor’s, Inc., a Delaware corporation (the “Company”), (i) MidOcean Partners III, L.P. (“MidOcean III”), MidOcean Partners III-A, L.P. (“MidOcean III-A”), MidOcean Partners III-D, L.P (together with MidOcean III and MidOcean III-A, “MidOcean”), (ii) each of the members of Freshpet Investors, LLC, a Delaware limited liability company (“FPI”) that are identified as such on Exhibit A (the “FPI Guarantors”), (iii) each of the other Persons listed on Exhibit B hereto (the “Other Guarantors” and together with the FPI Guarantors and MidOcean, each a “Guarantor” and collectively the “Guarantors”), and solely for purposes of Section 4(c), Freshpet Investors, LLC, a Delaware limited liability company (“FPI”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 12th, 2014 • Freshpet, Inc. • Grain mill products • New York
THIS AGREEMENT is dated as of October 25, 2006, by and between Professor Connor’s, Inc., a Delaware corporation (the “Company”), and Scott Morris (the “Executive”).
THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT by and among FRESHPET, INC. as Borrower, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and CITY NATIONAL BANK, together with its successors and assigns as the Arranger and Administrative...Loan and Security Agreement • November 7th, 2017 • Freshpet, Inc. • Grain mill products • California
THIS THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”), is entered into as of September 21, 2017, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), CITY NATIONAL BANK, a national banking association (“CNB”), as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and FRESHPET, INC., a Delaware corporation (“Borrower”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 12th, 2014 • Freshpet, Inc. • Grain mill products
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is dated as of January 6, 2009, by and between PROFESSOR CONNOR’S, INC., a Delaware corporation (the “Company”), and Scott Morris (“Executive”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED FEE AND REIMBURSEMENT AGREEMENTFee and Reimbursement Agreement • September 12th, 2014 • Freshpet, Inc. • Grain mill products • New York
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).
AMENDMENT NO. 2 TO AMENDED AND RESTATED FEE AND REIMBURSEMENT AGREEMENTFee and Reimbursement Agreement • September 12th, 2014 • Freshpet, Inc. • Grain mill products • New York
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).
FIRST AMENDMENT TO SIXTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 2nd, 2022 • Freshpet, Inc. • Grain mill products • California
This SIXTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, made as of February 19, 2021, by and among (1) FRESHPET, INC., a Delaware corporation (the “Borrower”), (2) the banks and other lenders from time to time party hereto (the “Lenders”) and (3) CITY NATIONAL BANK, a national banking association (“CNB”), as lead arranger and administrative agent for the Lenders (in such capacity as administrative agent, together with its successors and assigns in such capacity, the “Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 30th, 2019 • Freshpet, Inc. • Grain mill products • New Jersey
THIS AGREEMENT by and between Freshpet, Inc. , a Delaware corporation (the " Company"), and Stephen L. Wiese (the " Executive"), is dated as of July _ , 2015, (such date, the "Effective Date").
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • September 12th, 2014 • Freshpet, Inc. • Grain mill products • New York
This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of July 2, 2013 (the “Second Amendment Effective Date”), among (1) PROFESSOR CONNOR’S, INC., a Delaware corporation (the “Borrower”), (2) the several banks and other lenders from time to time parties to this Agreement (the “Lenders”) and (3) ONEWEST BANK, FSB (“OneWest Bank”), as administrative agent for the Lenders (in such capacity, the “Agent”).
October 23, 2014Freshpet, Inc. • October 27th, 2014 • Grain mill products
We refer to that certain Amended and Restated Credit Agreement dated as of April 15, 2013, as amended by that certain First Amendment to Amended and Restated Credit Agreement, dated as of May 7, 2013, Second Amendment to Amended and Restated Credit Agreement, dated as of July 3, 2013, Third Amendment to Amended and Restated Credit Agreement, dated as of September 30, 2013, and Fourth Amendment to Amended and Restated Credit Agreement, dated as of May 28, 2014 (as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among (1) Freshpet, Inc. (formerly known as Professor Connor’s, Inc.), a Delaware corporation, (“Borrower”), (2) the lenders party thereto from time to time (the “Lenders”) and (3) OneWest Bank N.A. (formerly known as OneWest Bank, FSB), as administrative agent to the Lenders (the “Agent”). Capitalized terms used herein and not defined shall have the meanings assigned to them in the Credit Agreement
EMPLOYMENT AGREEMENTEmployment Agreement • November 2nd, 2022 • Freshpet, Inc. • Grain mill products • New Jersey
THIS EMPLOYMENT AGREEMENT (the “Agreement”) by and between Freshpet, Inc., a Delaware corporation (the “Company”), and Todd Cunfer (the “Executive”), is dated as of October 27, 2022.
FRESHPET, INC.Indenture • March 23rd, 2023 • Freshpet, Inc. • Grain mill products • New York
INDENTURE, dated as of March 20, 2023, between Freshpet, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
September 30, 2013Freshpet, Inc. • September 12th, 2014 • Grain mill products
We refer to that certain Amended and Restated Credit Agreement dated as of April 15, 2013, as amended by that certain First Amendment to Amended and Restated Credit Agreement, dated as of May 7, 2013 and that certain Second Amendment to Amended and Restated Credit Agreement, dated as of July 3, 2013 (as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among (1) Professor Connor’s, Inc., a Delaware corporation, (“Borrower”), (2) the lenders party thereto from time to time (the “Lenders”) and (3) OneWest Bank, FSB, as administrative agent to the Lenders (the “Agent”). Capitalized terms used herein and not defined shall have the meanings assigned to them in the Credit Agreement.
FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 6th, 2019 • Freshpet, Inc. • Grain mill products • Ontario
AGREEMENT (this “Agreement”), is entered into as of May 15, 2019, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), CITY NATIONAL BANK, a national banking association (“CNB”), as the lead arranger and administrative agent for the Lenders (in such capacity as administrative agent, together with its successors and assigns in such capacity, “Agent”), and FRESHPET, INC., a Delaware corporation (“Borrower”).
AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • September 12th, 2014 • Freshpet, Inc. • Grain mill products • New York
FRESHPET, INC. SEPARATION AND CONSULTING AGREEMENTSeparation and Consulting Agreement • March 9th, 2016 • Freshpet, Inc. • Grain mill products • New Jersey
This Separation and Consulting Agreement (the “Agreement”) is by and between Richard Thompson (the “Executive”) and Freshpet, Inc., a Delaware corporation (the “Company”).
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • September 12th, 2014 • Freshpet, Inc. • Grain mill products • New York
This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of May 7, 2013 (the “First Amendment Effective Date”), among (1) PROFESSOR CONNOR’S, INC., a Delaware corporation (the “Borrower”) (2) the several banks and other lenders from time to time parties to this Agreement (the “Lenders”) and (3) ONEWEST BANK, FSB (“OneWest Bank”), as administrative agent for the Lenders (in such capacity, the “Agent”).
FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • October 2nd, 2014 • Freshpet, Inc. • Grain mill products • New York
This FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of May 28, 2014 (the “Fourth Amendment Effective Date”), among (1) FRESHPET, INC. (formerly known as Professor Connor’s, Inc.), a Delaware corporation (the “Borrower”), (2) the several banks and other lenders from time to time parties to this Agreement (the “Lenders”) and (3) ONEWEST BANK N.A. (formerly known as OneWest Bank, FSB) (“OneWest Bank”), as administrative agent for the Lenders (in such capacity, the “Agent”).
October 30, 2019Freshpet, Inc. • November 5th, 2019 • Grain mill products
By executing below, each of the undersigned acknowledges the foregoing amendment to the Loan Agreement, and hereby reaffirms all its obligations under the Loan Documents to which it is a party:
COOPERATION AGREEMENTCooperation Agreement • August 21st, 2023 • Freshpet, Inc. • Grain mill products • Delaware
This cooperation agreement, dated August 21, 2023 (this “Agreement”), is by and between JANA Partners LLC, a Delaware limited liability company (together with its Affiliates and Associates, “JANA”) and Freshpet, Inc., a Delaware corporation (the “Company”). The Company and JANA are each herein referred to as a “party” and, collectively, the “parties.” In consideration of and reliance upon the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows:
AMENDMENT NO. 3 TO AMENDED AND RESTATED FEE AND REIMBURSEMENT AGREEMENTFee and Reimbursement Agreement • November 4th, 2014 • Freshpet, Inc. • Grain mill products • New York
This Amendment No. 3 to Amended and Restated Fee and Reimbursement Agreement (“Amendment”) is entered into as of November [—], 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 and Restated Fee and Reimbursement Agreement dated as of April 15, 2013 (the “Amended Fee Agreement”), by and among the Company and the Guarantors.
