Confidential information redacted and filed separately with the Commission.
Omitted portions indicated by [***]

Amendment to Warehousing of Goods Agreement
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”).
All capitalized terms used, but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.
WHEREAS, ANNIE’S and D2000 desire to amend the Agreement as provided herein;
NOW, THEREFORE, in consideration of the covenants and agreements herein contained, and for such other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the PARTIES hereto agree as follows:
1.The section entitled “RATES AND CHARGES” is hereby deleted in its entirety and the following is inserted in place thereof:
RATES AND CHARGES. This Agreement is a cost plus contract, which means that ANNIE’S shall pay D2000’s costs for direct labor, a fixed facility charge, other fixed charges and charges for Extra Services, each as defined below and as set forth on Appendix A plus an upcharge as set forth on Appendix A. The upcharge shall be listed separately on D2000’s invoices and constitutes D2000’s overhead charge and profit on ANNIE’S business. The actual costs shall be reviewed and reconciled quarterly, as set forth below. ANNIE’S will guarantee D2000 that during the initial term of the agreement, the total annual upcharge will not be less than $[***]. Direct pass through costs, as detailed on Appendix A, shall incur only a [***]% upcharge. This upcharge will not be included in the guaranteed upcharge above. In the new facility, ANNIE’S has the option to install and manage a Shipper Assembly Line within the FACILITY and house up to 6 employees in the D2000 corporate offices at the Facility.
2.    In the section entitled “RATE DEFINITIONS” the following is inserted at the end of the subsection entitled “DIRECT LABOR RATES”:
During the first quarterly review after the effective date of this agreement, parties will review the productivity targets and rates set forth in Appendix A & B and with the mutual agreement of both parties adjust these targets and rates without causing a reconciliation payment to either party.
3.    In the section entitled “RATE DEFINITIONS” the subsection entitled “FACILITY FIXED CHARGE” is hereby deleted in its entirety and the following is inserted in place thereof:
FACILITY FIXED CHARGE. Monthly cost for Rent and Operating Expenses for the FACILITIES set forth in Appendix A shall be allocated as defined in Appendix A.

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4.    In the section entitled “RATE DEFINITIONS” the following two subsections inserted immediately after the subsection entitled “CUSTOMER SERVICE MANAGER COMPENSATION”:
TRANSPORTATION SCHEDULING MANAGER COMPENSATION. ANNIE’S may require D2000 to employ a Transportation Scheduling Manager (TSM) to oversee inbound/outbound and supply chain Transportation Scheduling and Management. D2000 will provide, at no additional charge, adequate office space, supplies and Internet access to perform these functions. Compensation for the TSM, as defined in Appendix A, will be prorated and billed out based on transactions processed through the Transportation Management System.
SHIPPER ASSEMBLY MANAGER COMPENSATION AND TEMPORARY LABOR PASSTHROUGH. ANNIE’S may require D2000 to employ a Shipper Assembly Manager (SAM) to oversee the Shipper Assembly Area activities. D2000 will provide, at no additional charge, adequate office space, supplies and Internet access to perform these functions. Compensation for the SAM, will be billed back to ANNIE’S as defined in Appendix A. Any Temporary Labor costs for the Shipper Assembly Area will be billed to ANNIE’S as defined in Appendix A. ANNIE’S has the right to contract directly for Shipper Temporary Labor and to have the cost billed directly to ANNIE’S. Any Temporary Labor Service used by ANNIE’S must comply with D2000s Insurance and Safety requirements.
5.    The section entitled “PALLET COMMITMENT” is hereby deleted in its entirety and the following two sections inserted in place thereof:
FIXED PALLET COUNT. During the life of this Agreement both PARTIES agree to use [***] pallets to calculate the FACILITY FIXED CHARGE as defined in Appendix A.
NON-ANNIE’S MINIMUM PALLET REQUIREMENT. D2000 will commit that there will be a minimum of [***] billable pallets stored for customers other than ANNIE’S on the 15th of each month.
6.    The section entitled “BILLING AND PAYMENT” is hereby deleted in its entirety and the following inserted in place thereof:
BILLING AND PAYMENT. On the 15th of the month, D2000 will bill ANNIE’S for the lesser of [***] Pallets or the FIXED PALLET COUNT less the actual Non‑ANNIE’S pallets stored at the FACILITY multiplied by the FACILITY FIXED CHARGE. At the end of each month D2000 will bill ANNIE’S for all charges due and owed under this Agreement for the prior month. Claims for loss or damage to goods shall not be deducted from invoices, but shall be handled separately.
7.    Appendix A is hereby deleted in its entirety and the attached new Appendix A is inserted in place thereof.
8.    Appendix B is hereby deleted in its entirety and the attached new Appendix B is inserted in place thereof.

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ANNIE’S and D2000 acknowledge, agree and confirm that the Agreement shall remain in full force in effect in accordance with its terms, except as specifically modified herein.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement under seal as of the date first above written.
ANNIE’S, INC.
By: /s/ John Foraker    
John Foraker
Chief Executive Officer
Distribution 2000, Inc.
By: /s/ Marc A. Risser    
Print Name: Marc A. Risser
Print Title: President



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Appendix A

Rate of Storage, Handling and Extra Services Charge
Description
Unit of Measure
Calculation/Explanation
Rate
In Charge
Per Pallet
Rate/Pallet plus Raymond Move Charge/Pallet
$[***]
Out Charge
Per Pallet
Rate/Pallet plus Raymond Move Charge/Pallet
$[***]
Partial Pallet Picking
Per Case
Picker Hr Rate/Prod Rate
$[***]
Facility Fixed Charge
Per Pallet
Monthly Charge per Pallet
$[***]
Capitalized Costs
Per Allocation Below
See Below
 
Other Fixed Charge
Per Allocation Below
See Below
 
Customer Service Manager
Actual plus 3%
 
 
TMS Manager
Actual plus 3%
 
 
Shipper Assembly Mgr
Actual plus 3%
 
 
Shipper Assembly Labor
Actual
 
 
Supplies
Actual plus 3%
 
 
Additional Labor
General Labor plus up charge
 
 
Reports
No Charge
 
 
Annual Physical Inventory
No Charge
 
 

Description
Costs Included
Annual
Costs
Facility Fixed Charge
Total
$ [***]
 
Per Pallet
$ [***]


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Appendix A

Description
Amortization
Period
Annual
Costs
Allocation
Method
Racking Relocation
64 mo.
[***]
Pallets in Reserve relative to total pallets
Reconditioned Fork Lifts
40 mo.
[***]
% of Pallets Shipped
Reconditioned Fork Lifts
60 mo.
[***]
% of Pallets Shipped
Reconditioned Trucks
64 mo.
[***]
% of Pallets Shipped
Walkie Riders
36 mo.
[***]
% of Pallets Shipped
Term of Existing Leases
12 mo.
[***]
% of Allocated OFC
Misc. Leaseholds
64 mo.
[***]
% Lic Plate IDs in Inventory
Avaya
36 mo.
[***]
% Lic Plate IDs in Inventory
IT
64 mo.
[***]
% of Total OFC
Capitalized Moving Costs
 
[***]
Total
Other Fixed Charge
Rate
Allocation Method
 
Material Handling Eq. Exp
[***]
% of Raymond Moves
 
Warehouse Mgr Salary
[***]
% of Orders Shipped
 
Warehouse Supr Salary
[***]
% Total Pallets Handled
 
Customer Service Staff
[***]
% of Orders Shipped
 
Order Checker
[***]
% of Outbound Pallets
 
Receiver
[***]
% of Inbound Pallets
 
Cycle Counter (Incl Raymond Time)
[***]
% Lic Plate IDs in Inventory
 
Shipping Clerk
[***]
% of Outbound Pallets
 
Warehouse Order Clerk
[***]
% of Orders Shipped
 
Utilities
[***]
% Pallets to Tot Pallets
 
Misc. Maintenance Exp
[***]
% of above to Tot Other Fixed
 
WMS Lic Costs/IT Exp
[***]
% of above to Tot Other Fixed
 
Health Benefits – In/Out
[***]
% of Hours Charged
 
Health Benefits – Picking
[***]
% of Hours Charged
 
Health Benefits – Raymond
[***]
% of Hours Charged
 
Health Benefits – Other Fixed
[***]
% of Salary Charged
 
Total
[***]
 
 
UPCHARGE RATE
 
ANNIE’S Percent of D2000 Billings Excluding CSM, TSM, Shipper Assembly and Supplies
Twelve Month Gross Billings
65% or Greater
50-65%
Under 50%
Up to $1.5 MM
[***]%
[***]%
[***]%
$1.5 MM to $2.0 MM
[***]%
[***]%
[***]%
Greater than $2.0 MM
[***]%
[***]%
[***]%


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Appendix B
FACILITIES
PALLETS
1165 W. Crossroads Parkway
[***]
Romeoville, IL 60446-1166
 
PERFORMANCE AND PRODUCTIVITY TARGETS
Task
Target
Partial Pallet Picking
[***] cs/hr
Rec/Load/Ship
[***] Pallets/Hr
Pallets Handled (Raymond)
[***] Pallets/hr
Billing Rates in Appendix A have been set at the Guaranteed Rate. Actual Performance will be reviewed quarterly and if appropriate, billings will be adjusted up to the target rate prior to the allocation of any gain sharing.
Labor Rates
Rate
Rec/Ship/Load
$ [***]
Picking/Labeling
$ [***]
Raymond Operator
$ [***]
General Labor
$ [***]
Overtime Rate is equal to [***]% of Regular Hourly Rates as set forth above. All scheduled OT MUST be approved in advance by Customer.

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Source: OneCLE Business Contracts.