Freshpet, Inc. Common Stock Form of Underwriting AgreementUnderwriting Agreement • October 27th, 2014 • Freshpet, Inc. • Grain mill products • New York
Freshpet, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and 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”).
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
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
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
AMENDMENT NUMBER SEVEN TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND CONSENTLoan and Security Agreement And • October 27th, 2014 • Freshpet, Inc. • Grain mill products • California
THIS AMENDMENT NUMBER SEVEN TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND CONSENT (this “Amendment”), dated as of October 23, 2014 is entered into by and between FRESHPET, INC., a Delaware corporation (formerly known as Professor Connor’s, Inc.) (“Borrower”), and CITY NATIONAL BANK, a national banking association (“Lender”), and in light of the following:
DISTRIBUTION AGREEMENTDistribution Agreement • October 27th, 2014 • Freshpet, Inc. • Grain mill products • Delaware
This Distribution Agreement (“Agreement”) is entered into as of the 6th day of January, 2009, by and between TYSON FOODS, INC., a Delaware corporation (“Tyson”), and Professor Connors, Inc, d/b/a Freshpet, a Delaware corporation (“Freshpet”).
Amendment to the Distribution AgreementThe Distribution Agreement • October 27th, 2014 • Freshpet, Inc. • Grain mill products
This Amendment (this “Amendment”), effective as of August 8, 2014, 2014, is made to the Distribution Agreement dated January 6, 2009 (as Amended June 15, 2012 the “Distribution Agreement”) by and between Tyson Foods, Inc., a Delaware corporation (“Tyson”), and Freshpet, Inc. f/k/a Professor Connor’s, a Delaware Corporation (the “Company”).
