Common use of ACKNOWLEDGMENT AND CONSENT BY GUARANTORS Clause in Contracts

ACKNOWLEDGMENT AND CONSENT BY GUARANTORS. Each of the undersigned hereby (i) acknowledges the accuracy of the Recitals in the foregoing Amendment, (ii) consents to the modification of the Credit Agreement and the other Loan Documents and to all other matters in the foregoing Amendment, (iii) reaffirms the Boulder VC Guaranty executed by Boulder VC, the VC Two Guaranty executed by VC Two (notwithstanding the fact that VC Two has become a Subsidiary of the Company), and the Guaranty executed by Natural Systems, and any other agreements, documents and instruments securing or otherwise related thereto, including, without limitation, the Trademark Security Agreement (collectively, the “Guarantor Documents”), (iv) acknowledges that the Guarantor Documents continue in full force and effect, remain unchanged (notwithstanding the fact that VC Two has become a Subsidiary of the Company) and are valid, binding and enforceable in accordance with their respective terms, (v) agrees that all references, if any, in the Guarantor Documents to the Credit Agreement and the other Loan Documents are modified to refer to those documents as modified by the Amendment, and (vi) agrees to be bound by the release of the Agent and the Lenders as set forth in the Amendment. All capitalized terms above not otherwise defined have the meanings given them in the foregoing Amendment. BOULDER VITAMIN COTTAGE GROUP, LLC By: Vitamin Cottage Natural Food Markets, Inc., its Manager By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Co-President of Vitamin Cottage Natural Food Markets, Inc. VITAMIN COTTAGE TWO LTD. LIABILITY COMPANY By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Manager NATURAL SYSTEMS, LLC By: /s/ Zephyr Xxxxx Name: Zephyr Xxxxx Title: Manager

ACKNOWLEDGMENT AND CONSENT BY GUARANTORS. Each of the undersigned hereby (i) acknowledges the accuracy of the Recitals in the foregoing Amendment, (ii) consents to the modification of the Credit Agreement and the other Loan Documents and to all other matters in the foregoing Amendment, including the increase in the Revolving Commitments provided therein, and the related increase in the amounts guaranteed and secured by the Guarantor Documents (defined below), (iii) reaffirms the Boulder VC Guaranty executed by Boulder VC, the VC Two Guaranty executed by VC Two (notwithstanding the fact that VC Two has become a Subsidiary of the Company), and the Guaranty executed by Natural Systems, and any other agreements, documents and instruments securing or otherwise related thereto, including, without limitation, the Trademark Security Agreement (collectively, the “Guarantor Documents”), (iv) acknowledges that the Guarantor Documents continue in full force and effect, remain unchanged (notwithstanding the fact that VC Two has become a Subsidiary of the Company) and are valid, binding and enforceable in accordance with their respective terms, (v) agrees that all references, if any, in the Guarantor Documents to the Credit Agreement and the other Loan Documents are modified to refer to those documents as modified by the Amendment, and (vi) agrees to be bound by the release of the Agent and the Lenders as set forth in the Amendment. All capitalized terms above not otherwise defined have the meanings given them in the foregoing Amendment. BOULDER VITAMIN COTTAGE GROUP, LLC By: Vitamin Cottage Natural Food Markets, Inc., its Manager By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Co-President of Vitamin Cottage Natural Food Markets, Inc. VITAMIN COTTAGE TWO LTD. LIABILITY COMPANY By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Manager NATURAL SYSTEMS, LLC By: /s/ Zephyr Xxxxx Name: Zephyr Xxxxx Title: ManagerManager SCHEDULE 2.01 Commitments JPMorgan Chase Bank, N.A. $ 21,000,000 SECOND AMENDED AND RESTATED PROMISSORY NOTE $21,000,000 July 11, 2011 Vitamin Cottage Natural Food Markets, Inc., a Colorado corporation (the “Borrower”), promises to pay to the order of JPMorgan Chase Bank, N.A. (the “Lender”), the aggregate unpaid principal amount of all Revolving Loans made by the Lender to the Borrower pursuant to the Credit Agreement, dated as of September 29, 2006, among the Borrower, the lenders party thereto, including the Lender, and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”) (which, as it may be amended, modified or replaced and in effect from time to time, is herein called the “Credit Agreement”), in immediately available funds to the Administrative Agent, at the Administrative Agent’s address specified pursuant to Article IX of the Credit Agreement, or at any other lending installation of Administrative Agent specified in writing by the Administrative Agent to the Borrower, together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Credit Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Revolving Loans in full on the Revolving Loan Maturity Date and shall make such mandatory payments as are required to be made under the terms of the Credit Agreement. This promissory note (“Note”) amends and restates that certain Amended and Restated Promissory Note in the original principal amount of $13,000,000 made by Borrower and payable to the order of Lender, dated December 21, 2010 (the “Original Note”) in its entirety. This Note is not a novation of the indebtedness evidenced by the Original Note. This Note is given in replacement of the Original Note, but not extinguishing the indebtedness of Borrower evidenced by the Original Note. All indebtedness, liabilities and obligations of Borrower outstanding under the Original Note shall continue and be obligations outstanding hereunder and are now evidenced by, and provided for in, this Note. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Revolving Loan and the date and amount of each principal payment hereunder; provided that the Lender’s failure to do so shall not affect the Borrower’s liability hereunder or under the Credit Agreement. This Note is one of the notes issued pursuant to, and is entitled to the benefits of, the Credit Agreement, to which Credit Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents, all as more specifically described in the Credit Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement. VITAMIN COTTAGE NATURAL FOOD MARKETS, INC., a Colorado corporation By: /s/ Xxxxxx Xxxxx Xxxxxx Xxxxx, President SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO AMENDED AND RESTATED PROMISSORY NOTE OF JPMORGAN CHASE BANK, N.A., DATED July 11, 2011 Principal Maturity Principal Amount of of Interest Amount Unpaid Date Loan Period Paid Balance

ACKNOWLEDGMENT AND CONSENT BY GUARANTORS. Each of the undersigned hereby (i) acknowledges the accuracy of the Recitals in the foregoing Amendment, (ii) consents to the modification of the Credit Agreement and the other Loan Documents and to all other matters in the foregoing Amendment, including the increase in the Revolving Commitments provided therein, and the related increase in the amounts guaranteed and secured by the Guarantor Documents (defined below), (iii) reaffirms the Boulder VC Guaranty executed by Boulder VC, the VC Two Guaranty executed by VC Two (notwithstanding the fact that VC Two has become a Subsidiary of the Company), and the Guaranty executed by Natural Systems, and any other agreements, documents and instruments securing or otherwise related thereto, including, without limitation, the Trademark Security Agreement (collectively, the “Guarantor Documents”), (iv) acknowledges that the Guarantor Documents continue in full force and effect, remain unchanged (notwithstanding the fact that VC Two has become a Subsidiary of the Company) and are valid, binding and enforceable in accordance with their respective terms, (v) agrees that all references, if any, in the Guarantor Documents to the Credit Agreement and the other Loan Documents are modified to refer to those documents as modified by the Amendment, and (vi) agrees to be bound by the release of the Agent and the Lenders as set forth in the Amendment. All capitalized terms above not otherwise defined have the meanings given them in the foregoing Amendment. BOULDER VITAMIN COTTAGE GROUP, LLC By: Vitamin Cottage Natural Food Markets, Inc., its Manager By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Co-President of Vitamin Cottage Natural Food Markets, Inc. VITAMIN COTTAGE TWO LTD. LIABILITY LIABLITY COMPANY By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Manager NATURAL SYSTEMS, LLC By: /s/ Zephyr Xxxxx Name: Zephyr Xxxxx Title: Manager

ACKNOWLEDGMENT AND CONSENT BY GUARANTORS. Each of the undersigned hereby (i) acknowledges the accuracy of the Recitals in the foregoing Amendment, (ii) consents to the modification of the Credit Agreement and the other Loan Documents and to all other matters in the foregoing Amendment, (iii) reaffirms the Boulder VC Guaranty executed by Boulder VC, the VC Two Guaranty executed by VC Two (notwithstanding the fact that VC Two has become a Subsidiary of the Company), and the Guaranty executed by Natural Systems, and any other agreements, documents and instruments securing or otherwise related thereto, including, without limitation, the Trademark Security Agreement (collectively, the “Guarantor Documents”), (iv) acknowledges that the Guarantor Documents continue in full force and effect, remain unchanged (notwithstanding the fact that VC Two has become a Subsidiary of the Company) and are valid, binding and enforceable in accordance with their respective terms, (v) agrees that all references, if any, in the Guarantor Documents to the Credit Agreement and the other Loan Documents are modified to refer to those documents as modified by the Amendment, and (vi) agrees to be bound by the release of the Agent and the Lenders as set forth in the Amendment. All capitalized terms above not otherwise defined have the meanings given them in the foregoing Amendment. BOULDER VITAMIN COTTAGE GROUP, LLC By: Vitamin Cottage Natural Food Markets, Inc., its Manager By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Co-President of Vitamin Cottage Natural Food Markets, Inc. VITAMIN COTTAGE TWO LTD. LIABILITY COMPANY By: /s/ Xxxxxx Kesmper Xxxxx Name: Xxxxxx Xxxxx Title: Manager NATURAL SYSTEMS, LLC By: /s/ Zephyr Xxxxx Name: Zephyr Xxxxx Title: Manager

ACKNOWLEDGMENT AND CONSENT BY GUARANTORS. Each of the undersigned hereby (i) acknowledges the accuracy of the Recitals in the foregoing Amendment, (ii) consents to the modification of the Credit Agreement and the other Loan Documents and to all other matters in the foregoing Amendment, including the increase in the Revolving Commitments provided therein, and the related increase in the amounts guaranteed and secured by the Guarantor Documents (defined below), (iii) reaffirms the Boulder VC Guaranty executed by Boulder VC, the VC Two Guaranty executed by VC Two (notwithstanding the fact that VC Two has become a Subsidiary of the Company), and the Guaranty executed by Natural Systems, and any other agreements, documents and instruments securing or otherwise related thereto, including, without limitation, the Trademark Security Agreement (collectively, the “Guarantor Documents”), (iv) acknowledges that the Guarantor Documents continue in full force and effect, remain unchanged (notwithstanding the fact that VC Two has become a Subsidiary of the Company) and are valid, binding and enforceable in accordance with their respective terms, (v) agrees that all references, if any, in the Guarantor Documents to the Credit Agreement and the other Loan Documents are modified to refer to those documents as modified by the Amendment, and (vi) agrees to be bound by the release of the Agent and the Lenders as set forth in the Amendment. All capitalized terms above not otherwise defined have the meanings given them in the foregoing Amendment. BOULDER VITAMIN COTTAGE GROUP, LLC By: Vitamin Cottage Natural Food Markets, Inc., its Manager By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Co-President of Vitamin Cottage Natural Food Markets, Inc. VITAMIN COTTAGE TWO LTD. LIABILITY COMPANY By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Manager NATURAL SYSTEMS, LLC By: /s/ Zephyr Xxxxx Name: Zephyr Xxxxx Title: ManagerManager SCHEDULE 2.01 Commitments JPMorgan Chase Bank, N.A. $ 13,000,000