AGREEMENT AND PLAN OF MERGER by and between VITAMINSHOPPE.COM, INC.Merger Agreement • January 17th, 2001 • Vitaminshoppe Com Inc • Retail-catalog & mail-order houses • Delaware
1 Exhibit 1.1 VITAMINSHOPPE.COM, INC. CLASS A COMMON STOCK UNDERWRITING AGREEMENT DATED _________________, 1999Underwriting Agreement • October 1st, 1999 • Vitaminshoppe Com Inc • Retail-catalog & mail-order houses • New York
ARTICLE I DEFINITIONSStockholders Agreement • July 27th, 1999 • Vitaminshoppecom Inc • New York
2 3 (c) Paragraphs 1 and 2 shall terminate in accordance with their respective terms. VitaminShoppe.com shall have the right but not the obligation to terminate any services provided under paragraphs 3(a) and 3(b) at any time upon 90 days prior...Administrative Services Agreement • July 27th, 1999 • Vitaminshoppecom Inc • New York
EXHIBIT 10.48 INDEMNIFICATION AGREEMENT AGREEMENT, made this 16th day of November, 2000, between VitaminShoppe.com, Inc., a Delaware corporation (the "Company"), and Barbara S. Feigin (the "Indemnitee"). WHEREAS, the Board of Directors of the Company...Indemnification Agreement • April 2nd, 2001 • Vitaminshoppe Com Inc • Retail-catalog & mail-order houses • Delaware
EXHIBIT 10.24 FORM OF NONQUALIFIED STOCK OPTION AGREEMENT This NONQUALIFIED STOCK OPTION AGREEMENT (this "AGREEMENT"), dated as of __________________, between VITAMINSHOPPE.COM, INC., a Delaware Corporation (the "CORPORATION"), and __________________,...Nonqualified Stock Option Agreement • April 2nd, 2001 • Vitaminshoppe Com Inc • Retail-catalog & mail-order houses • New York
1 EXHIBIT 1.1 VITAMINSHOPPE.COM, INC. CLASS A COMMON STOCK FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • September 13th, 1999 • Vitaminshoppe Com Inc • Retail-catalog & mail-order houses • New York
RECITALSRegistration Rights Agreement • July 27th, 1999 • Vitaminshoppecom Inc • New York
EXHIBIT 10.19 EMPLOYMENT AND NONCOMPETITION AGREEMENT THIS EMPLOYMENT AND NONCOMPETITION AGREEMENT (this "Agreement") made as of this 14th day of June, 1999, by and between Kathryn Creech (the "Executive"), and VitaminShoppe.com, a Delaware...Employment Agreement • July 27th, 1999 • Vitaminshoppecom Inc • Delaware
June 14, 1999 Ms. Kathryn Creech 31 Copper Beech Road Greenwich, CT 06830 Re: VitaminShoppe.com, Inc. (the "Company") Consulting Agreement Dear Kathryn: In consideration for the consulting services rendered by you on behalf of the Company from the...Consulting Agreement • July 27th, 1999 • Vitaminshoppecom Inc
1 EXHIBIT 1.2 FORM OF LOCK-UP AGREEMENT *Lock-Up Agreement • September 13th, 1999 • Vitaminshoppe Com Inc • Retail-catalog & mail-order houses
RECITALSLicense Agreement • July 27th, 1999 • Vitaminshoppecom Inc • California
THIS WARRANT AND THE SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 4 OF THIS WARRANTWarrant Agreement • July 27th, 1999 • Vitaminshoppecom Inc • New York
As of June 15, 1999Sponsorship Agreement • March 30th, 2000 • Vitaminshoppe Com Inc • Retail-catalog & mail-order houses
1 EXHIBIT 10.42 SEPARATION AND RELEASE AGREEMENT Separation and Release Agreement dated as of January 17, 2000, between VitaminShoppe.com, Inc., a Delaware corporation (the "Company"), and Kathryn Creech, an individual ("Creech"). The Company and...Separation and Release Agreement • March 30th, 2000 • Vitaminshoppe Com Inc • Retail-catalog & mail-order houses • New York
2 3 in writing by such Participant) until the end of the exercise period under the Option, unless the Committee shall otherwise provide at the time of the grant of the Option. So long as there has been no Initial Public Offering and subject to any...Non-Employee Director Stock Option Agreement • March 30th, 2000 • Vitaminshoppe Com Inc • Retail-catalog & mail-order houses • New York
2 3 been entitled to exercise the Option under the provisions of Section 3 hereof, the Option may, but only to the extent exercisable (and not exercised) on the date of her death, be exercised by the estate of the Employee (or by the person or persons...Nonqualified Stock Option Agreement • October 1st, 1999 • Vitaminshoppe Com Inc • Retail-catalog & mail-order houses • New York
EXHIBIT 10.6 FORM OF CONVERTIBLE SUBORDINATED NOTE THIS NOTE IS SUBORDINATED TO THE SENIOR INDEBTEDNESS. THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT AMOUNTS OWING WITH RESPECT TO THIS NOTE SHALL BE SUBORDINATED IN...Convertible Subordinated Note • July 27th, 1999 • Vitaminshoppecom Inc
3 4 (b) In the case of a refund as provided in paragraph 3(c), VSI shall pay to each Member such Member's share of the refund, determined by allocating such refund so that each Member receives a payment in an amount equal to the reduction of such...Tax Allocation Agreement • July 27th, 1999 • Vitaminshoppecom Inc • New York
1 EXHIBIT 10.5 CONVERTIBLE SUBORDINATED NOTE PURCHASE AGREEMENT, dated as of July 9, 1999, among VITAMINSHOPPE.COM, INC., a Delaware corporation having an office at 380 Lexington Avenue, Suite 1700, New York, NY 10168 (the "Company") and the...Convertible Subordinated Note Purchase Agreement • July 27th, 1999 • Vitaminshoppecom Inc
CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS. SPONSORSHIP AND ADVERTISING AGREEMENT Agreement, dated as of April 16, 1999, between InteliHealth, Inc. ("InteliHealth") and...Sponsorship and Advertising Agreement • October 1st, 1999 • Vitaminshoppe Com Inc • Retail-catalog & mail-order houses • Pennsylvania
627 BROADWAY NEW YORK, NY 10012 PHONE: 212-780-6060 STRATEGIC PLANNING SERVICES (SPS) AGREEMENT FAX: 212-529-7156 IN CONSIDERATION OF THE MUTUAL COVENANTS HEREIN, THE PARTIES AGREE AS FOLLOWS: CONTRACT TERM / NUMBER OF MONTHS 12 MONTHS MONTHS START...Strategic Planning Services Agreement • September 13th, 1999 • Vitaminshoppe Com Inc • Retail-catalog & mail-order houses • New York
BETWEEN YAHOO! INC. ANDSublease Agreement • July 27th, 1999 • Vitaminshoppecom Inc • California
1 Exhibit 10.15 DATABASE AGREEMENT This DATABASE AGREEMENT (this "Agreement") dated as of July 1, 1999 by and between VITAMINSHOPPE.COM, INC., a Delaware corporation ("VitaminShoppe.com"), and VITAMIN SHOPPE INDUSTRIES INC., a New York corporation...Database Agreement • July 27th, 1999 • Vitaminshoppecom Inc • New York
COMPELLING CONTENTMemorandum of Engagement • September 13th, 1999 • Vitaminshoppe Com Inc • Retail-catalog & mail-order houses
AGREEMENTAdvertising Agreement • July 27th, 1999 • Vitaminshoppecom Inc • New York
1 EXHIBIT 10.11 TRADEMARK LICENSE AGREEMENT This TRADEMARK LICENSE AGREEMENT (this "Agreement") dated as of July 1, 1999 by and between VITAMINSHOPPE.COM, INC., a Delaware corporation ("VitaminShoppe.com"), and VITAMIN SHOPPE INDUSTRIES INC., a New...Trademark License Agreement • July 27th, 1999 • Vitaminshoppecom Inc • New York
1 EXHIBIT 10.16 INTERCOMPANY INDEMNIFICATION AGREEMENT This INTERCOMPANY INDEMNIFICATION AGREEMENT (this "Agreement") dated as of July 1, 1999 by and between VITAMINSHOPPE.COM, INC., a Delaware corporation ("VitaminShoppe.Com"), and VITAMIN SHOPPE...Intercompany Indemnification Agreement • July 27th, 1999 • Vitaminshoppecom Inc • New York
AGREEMENTAdvertising Agreement • September 13th, 1999 • Vitaminshoppe Com Inc • Retail-catalog & mail-order houses • New York
May 24, 1999 VIA FEDERAL EXPRESS Mr. Jeff Howard Chief Executive Officer THE VITAMIN SHOPPE Westside Avenue North Bergen, New Jersey 07047 Dear Jeff: I am writing to formalize our agreement for the [*****] of the Dr. Bernie Siegel online area (the...Agreement for the Operation of the Dr. Bernie Siegel Online Area • September 13th, 1999 • Vitaminshoppe Com Inc • Retail-catalog & mail-order houses • New York
CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS. CROSS PROMOTIONAL AGREEMENT CROSS PROMOTIONAL AGREEMENT, dated as of January 31, 2000 (this "Agreement"), between...Cross Promotional Agreement • May 12th, 2000 • Vitaminshoppe Com Inc • Retail-catalog & mail-order houses • New York
CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.Aol Advertising Insertion Order • November 14th, 2000 • Vitaminshoppe Com Inc • Retail-catalog & mail-order houses
2 3 IN WITNESS WHEREOF, VSI and VitaminShoppe.com have caused their respective duly authorized officers to execute this Agreement as of the day and year first above written. VITAMIN SHOPPE INDUSTRIES INC. By: ___________________________ Name: Title:...Assignment and Assumption of Contracts • July 27th, 1999 • Vitaminshoppecom Inc
FINAL WORK STATEMENT NO. 5 TO THE MASTER PROFESSIONAL SERVICES AGREEMENT This Work Statement No. 5 is entered into as of this day of July, 2000 by and between VitaminShoppe.com ("Client") and Sapient Corporation ("Consultant") and is deemed to be...Work Statement • November 14th, 2000 • Vitaminshoppe Com Inc • Retail-catalog & mail-order houses
1 Exhibit 10.13 CO-MARKETING AGREEMENT This CO-MARKETING AGREEMENT (this "Agreement") dated as of July 1, 1999 by and between VITAMINSHOPPE.COM, INC., a Delaware corporation ("VitaminShoppe.com"), and VITAMIN SHOPPE INDUSTRIES INC., a New York...Co-Marketing Agreement • July 27th, 1999 • Vitaminshoppecom Inc • New York
