VITAMIN SHOPPE, INC. AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of December 9, 2015 2.25% Convertible Senior Notes due 2020Indenture • December 10th, 2015 • Vitamin Shoppe, Inc. • Retail-food stores • New York
INDENTURE dated as of December 9, 2015 between VITAMIN SHOPPE, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
VITAMIN SHOPPE, INC. Certain Sections of this Indenture relating to Sections 310 through 318, inclusive, of the Trust Indenture Act of 1939Indenture • November 19th, 2010 • Vitamin Shoppe, Inc. • Retail-food stores • New York
VITAMIN SHOPPE, INC. 6,303,006 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • December 9th, 2010 • Vitamin Shoppe, Inc. • Retail-food stores • New York
Certain stockholders of Vitamin Shoppe, Inc., a Delaware corporation (the “Company”), named in Schedule 2 hereto (the “Selling Stockholders”), propose to sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 6,303,006 shares of Common Stock, par value $0.01 per share (the “Common Stock”), which includes shares to be issued upon exercise of outstanding stock options to purchase Common Stock (the “Options”) of the Company (the “Underwritten Shares”). In addition, the Selling Stockholders propose to sell, at the option of the Underwriters, up to an additional 945,450 shares of Common Stock (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares contemplated herein (the “Offering”) are referred to herein as the “Stock.”
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT by and among VITAMIN SHOPPE INDUSTRIES INC. VS DIRECT INC. as Borrowers and VITAMIN SHOPPE, INC. (f/k/a VS Holdings, Inc.) as Guarantor THE LENDERS AND ISSUING BANK FROM TIME TO TIME PARTY HERETO...Loan and Security Agreement • March 9th, 2011 • Vitamin Shoppe, Inc. • Retail-food stores • New York
This Amended and Restated Loan and Security Agreement dated January 20, 2011 (this “Agreement”) is entered into by and among Vitamin Shoppe Industries Inc., a New York corporation (“Vitamin Shoppe”), VS Direct Inc., a Delaware corporation (“VS Direct”, and together with Vitamin Shoppe, each individually a “Borrower” and collectively, “Borrowers” as hereinafter further defined), Vitamin Shoppe, Inc., a Delaware corporation and successor by name change to VS Holdings, Inc. (“Parent” as hereinafter further defined), the parties hereto from time to time as lenders, whether by execution of this Agreement or an Assignment and Acceptance (each individually, a “Lender” and collectively, “Lenders” as hereinafter further defined) and JPMorgan Chase Bank, N.A., a national banking association, in its capacity as agent for Lenders (in such capacity, “Agent” as hereinafter further defined).
AGREEMENT AND PLAN OF MERGER by and among LIBERTY TAX, INC., VALOR ACQUISITION, LLC and VITAMIN SHOPPE, INC. Dated as of August 7, 2019Merger Agreement • August 8th, 2019 • Vitamin Shoppe, Inc. • Retail-food stores • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 7, 2019, by and among Liberty Tax, Inc., a Delaware corporation (“Parent”), Valor Acquisition, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”), and Vitamin Shoppe, Inc., a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company is sometimes referred to as a “Party.” All capitalized terms that are used in this Agreement have the respective meanings given to them in this Agreement.
VITAMIN SHOPPE, INC. Certain Sections of this Indenture relating to Sections 310 through 318, inclusive, of the Trust Indenture Act of 1939Indenture • November 19th, 2010 • Vitamin Shoppe, Inc. • Retail-food stores • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 14th, 2009 • Vs Holdings, Inc. • Retail-food stores • Delaware
This Indemnification Agreement (this “Agreement”), dated as of [ ], 2009, by and between VS Holdings, Inc. and Vitamin Shoppe Industries, Inc. (collectively, the “Company”) (the “Company”) and [ ] (the “Indemnitee”).
STOCK PLEDGE AGREEMENTStock Pledge Agreement • August 27th, 2014 • Vitamin Shoppe, Inc. • Retail-food stores • New York
THIS STOCK PLEDGE AGREEMENT (this “Agreement”), dated August 21, 2014, is entered into by and between VITAMIN SHOPPE GLOBAL, INC., a Delaware corporation (“Pledgor”), with offices at 2101 91st Street, North Bergen, New Jersey 07047, and JPMORGAN CHASE BANK, N.A., a national banking association, in its capacity as agent (in such capacity “Pledgee”) for the Lenders and the other Secured Parties. Any capitalized term not defined herein shall have the meaning assigned to such term in the Loan Agreement (as hereinafter defined).
GUARANTEE January 10, 2013Guarantee • October 16th, 2013 • Vitamin Shoppe, Inc. • Retail-food stores • New York
Vitamin Shoppe Industries, Inc., a New York corporation (“Vitamin Shoppe”), VS Direct Inc., a Delaware corporation (“VS Direct” and together with Vitamin Shoppe, the “Existing Borrowers”), certain of its affiliates, JPMorgan Chase Bank, National Association, a national banking association, in its capacity as agent (in such capacity, “Agent”) for Secured Parties (as hereinafter defined), and the entities from time to time party to the Loan Agreement (as hereinafter defined) as lenders (each a “Lender” and collectively, “Lenders”) have entered into financing arrangements pursuant to which Agent and Lenders may make loans and advances and provide other financial accommodations to Vitamin Shoppe, VS Direct and such affiliates as set forth in that certain Amended and Restated Loan and Security Agreement, dated as of January 20, 2011, by and among Vitamin Shoppe and VS Direct, as borrowers, Agent and Lenders (as the same now exists or may hereafter be amended, modified, supplemented, extende
EMPLOYMENT AND NON-COMPETITION AGREEMENTEmployment Agreement • April 19th, 2007 • Vs Holdings, Inc. • New York
THIS EMPLOYMENT AND NON-COMPETITION AGREEMENT (this “Agreement”) made as of this 16th day of April, 2007 (the “Effective Date”), by and among Michael G. Archbold (the “Executive”), VS Parent, Inc., a Delaware corporation (“Parent”), Vitamin Shoppe Industries Inc., a New York corporation (the “Company”), and VS Holdings, Inc., a Delaware corporation (“Holdings”).
VITAMIN SHOPPE, INC. PERFORMANCE STOCK UNIT AWARD AGREEMENT pursuant to the VITAMIN SHOPPE 2018 LONG-TERM INCENTIVE PLANPerformance Stock Unit Award Agreement • August 8th, 2018 • Vitamin Shoppe, Inc. • Retail-food stores • Delaware
THIS AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Vitamin Shoppe, Inc., a company organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Vitamin Shoppe 2018 Long-Term Incentive Plan, as in effect and as amended from time to time (the “Plan”); and
STOCK PLEDGE AGREEMENTStock Pledge Agreement • August 27th, 2014 • Vitamin Shoppe, Inc. • Retail-food stores • New York
THIS STOCK PLEDGE AGREEMENT (this “Agreement”), dated August 21, 2014, is entered into by and between VS HERCULES LLC, a Delaware limited liability company (“Pledgor”), with offices at 2101 91st Street, North Bergen, New Jersey 07047], and JPMORGAN CHASE BANK, N.A., a national banking association, in its capacity as agent (in such capacity “Pledgee”) for the Lenders and the other Secured Parties. Any capitalized term not defined herein shall have the meaning assigned to such term in the Loan Agreement (as hereinafter defined).
VITAMIN SHOPPE, INC. PERFORMANCE CASH AWARD AGREEMENT pursuant to the VITAMIN SHOPPE 2018 LONG-TERM INCENTIVE PLANPerformance Cash Award Agreement • February 26th, 2019 • Vitamin Shoppe, Inc. • Retail-food stores • Delaware
THIS PERFORMANCE CASH AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Vitamin Shoppe, Inc., a company organized in the State of Delaware (the “Company”), and the Participant specified above; and
VITAMIN SHOPPE, INC. RESTRICTED STOCK AWARD AGREEMENT pursuant to the VITAMIN SHOPPE 2018 LONG-TERM INCENTIVE PLANRestricted Stock Award Agreement • August 8th, 2018 • Vitamin Shoppe, Inc. • Retail-food stores • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Vitamin Shoppe, Inc., a company organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Vitamin Shoppe 2018 Long-Term Incentive Plan, as in effect and as amended from time to time (the “Plan”); and
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 28th, 2008 • Vs Holdings, Inc. • Retail-food stores • New Jersey
THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) made as of this 28 day of December, 2007 (the “Effective Date”), by and among Ronald M. Neifield (the “Executive”), Vitamin Shoppe Industries Inc., a New York corporation (“VSI”), VS Parent, Inc. (“Parent”) and VS Holdings, Inc., a Delaware corporation (“Holdings”, and, together with VSI and Parent, the “Company”).
VITAMIN SHOPPE, INC. SECURITYHOLDERS AGREEMENTSecurityholders Agreement • November 2nd, 2009 • Vitamin Shoppe, Inc. • Retail-food stores • Delaware
WHEREAS, each of the parties hereto is a party to that certain AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT OF VS PARENT, INC. (the “Amended and Restated Securityholders Agreement”) which was made as of June 12, 2006, by and among (i) VS Parent, Inc., a Delaware corporation, (“Parent”) (ii) IPC/Vitamin, LLC, a Delaware limited liability company (f/k/a BSMB/Vitamin LLC) (“IPC”), (iii) FdG Capital Partners LLC, a Delaware limited liability company, and VSI Investments LLC, a Delaware limited liability company (collectively, “FdG”), (iv) Blackstone Mezzanine Partners L.P., a Delaware limited partnership (“Blackstone Partners”), (v) Blackstone Mezzanine Holdings, L.P., a Delaware limited partnership (“Blackstone Holdings” and together with Blackstone Partners, “Blackstone”), (vi) JP Morgan Partners Global Investors, L.P., a Delaware limited partnership, JP Morgan Partners Global Investors A, L.P., a Delaware limited partnership, JP Morgan Partners Global Investors Cayman, L.P., a Cayman
AMENDMENT NO. 4 TO EMPLOYMENT AND NON-COMPETITION AGREEMENTEmployment and Non-Competition Agreement • April 2nd, 2012 • Vitamin Shoppe, Inc. • Retail-food stores
THIS AMENDMENT NO. 4 TO EMPLOYMENT AND NON-COMPETITION AGREEMENT, (this “Agreement”) is made as of March 29, 2012, by and among Anthony Truesdale (the “Executive”), Vitamin Shoppe, Inc., a Delaware corporation, (“Parent”) and Vitamin Shoppe Industries Inc., a New York corporation (the “Company”).
April 20, 2010Loan and Security Agreement • August 5th, 2010 • Vitamin Shoppe, Inc. • Retail-food stores • New York
Re: Loan and Security Agreement dated as of September 25, 2009 (the “Loan Agreement”) executed by Vitamin Shoppe Industries Inc., a New York corporation (“VSI”), VS Direct Inc., a Delaware corporation (“VSD”, together with VSI, the “Borrowers”), Vitamin Shoppe, Inc. (f/k/a VS Holdings, Inc.), a Delaware corporation (the “Guarantor”) and JPMorgan Chase Bank, N.A., a national banking association, in its capacity as agent (in such capacity, the “Agent”) for the Lenders (as defined in the Loan Agreement). Capitalized terms used herein shall have the meaning given to them in the Loan Agreement, unless otherwise defined herein.
VOTING AGREEMENTVoting Agreement • August 8th, 2019 • Vitamin Shoppe, Inc. • Retail-food stores • Delaware
THIS VOTING AGREEMENT (this “Agreement”), dated as of August 8, 2019, is by and among Vitamin Shoppe, Inc., a Delaware corporation (the “Company”), and each Person identified on Schedule A attached hereto (each, a “Holder” and, collectively, the “Holders”).
COOPERATION AGREEMENTCooperation Agreement • April 23rd, 2018 • Vitamin Shoppe, Inc. • Retail-food stores
This Cooperation Agreement, dated April 20, 2018 (this “Agreement”), is by and among Vitamin Shoppe, Inc. (the “Company”) and the entities and natural Persons set forth on Exhibit A hereto (collectively, “Shah Capital”).
VITAMIN SHOPPE, INC. RESTRICTED CASH AWARD AGREEMENT pursuant to the VITAMIN SHOPPE 2018 LONG-TERM INCENTIVE PLANRestricted Cash Award Agreement • February 26th, 2019 • Vitamin Shoppe, Inc. • Retail-food stores • Delaware
THIS RESTRICTED CASH AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Vitamin Shoppe, Inc., a company organized in the State of Delaware (the “Company”), and the Participant specified above; and
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 12th, 2019 • Vitamin Shoppe, Inc. • Retail-food stores
This FIRST AMENDMENT (this “Amendment”), to the Agreement and Plan of Merger, dated as of August 7, 2019 (the “Merger Agreement”), by and among Liberty Tax, Inc. a Delaware corporation (now known as Franchise Group, Inc.) (“Parent”), Valor Acquisition, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”), and Vitamin Shoppe, Inc., a Delaware corporation (the “Company”), is dated as of November 11, 2019. Each capitalized term used and not defined herein shall have the meaning assigned to it in the Merger Agreement.
AGREEMENT AND PLAN OF MERGERMerger Agreement • November 2nd, 2009 • Vitamin Shoppe, Inc. • Retail-food stores
Agreement and Plan of Merger (“Agreement”), dated as of October 27, 2009, by and between VS Holdings, Inc., a Delaware corporation (“Holdings”), and VS Parent, Inc. (“Parent”).
THIS LEASE, made this 21st day of November, 2012, by and between SECAUCUS 300, LLC, a Delaware limited liability company,Lease Agreement • November 28th, 2012 • Vitamin Shoppe, Inc. • Retail-food stores • New Jersey
whose address is c/o Samson Management, LLC, 97-77 Queens Boulevard, Suite 710, Rego Park, New York 11374 (“Landlord”), and VITAMIN SHOPPE INDUSTRIES INC., a New York corporation, whose address is 2101 91st Street, North Bergen, New Jersey 07047 (“Tenant”).
AMENDMENT NO. 3 TO EMPLOYMENT AND NON-COMPETITION AGREEMENTEmployment and Non-Competition Agreement • March 9th, 2011 • Vitamin Shoppe, Inc. • Retail-food stores
THIS AMENDMENT NO. 3 TO EMPLOYMENT AND NON-COMPETITION AGREEMENT, (this “Agreement”) is made as of February 28, 2011, by and among Michael G. Archbold (“Executive”), Vitamin Shoppe, Inc., a Delaware Corporation, (“Parent”) and Vitamin Shoppe Industries Inc., a Delaware corporation (the “Company”).
AGREEMENTAgreement • January 12th, 2016 • Vitamin Shoppe, Inc. • Retail-food stores • Delaware
This Agreement, dated January 12, 2016 (this “Agreement”), is by and among Vitamin Shoppe, Inc. (the “Company”) and the entities and natural Persons set forth on Schedule A hereto (collectively, “Carlson Capital”).
CONSULTING AGREEMENTConsulting Agreement • August 8th, 2018 • Vitamin Shoppe, Inc. • Retail-food stores • New Jersey
THIS AGREEMENT (“Agreement”) is effective as of this 6th day of June, 2018 (the “Effective Date”) , by and between Vitamin Shoppe Industries Inc., a New York corporation (“VSI”), and Brenda Galgano, an individual (“Consultant”).
VITAMIN SHOPPE, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT (DIRECTOR FORM) pursuant to the VITAMIN SHOPPE 2018 LONG-TERM INCENTIVE PLANRestricted Stock Unit Award Agreement • August 8th, 2018 • Vitamin Shoppe, Inc. • Retail-food stores • Delaware
THIS AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Vitamin Shoppe, Inc., a company organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Vitamin Shoppe 2018 Long-Term Incentive Plan, as in effect and as amended from time to time (the “Plan”); and
LLC INTEREST PURCHASE AGREEMENT BY AND AMONG VS HERCULES LLC FDC VITAMINS, LLC, MBF/FDC ACQUISITION, LLC, FDC MANAGEMENT, LLC, FDC LIMITED II, LLC, NUTRI-FORCE NUTRITION, INC. AND THE INDIVIDUALS LISTED ON EXHIBIT A HERETO DATED AS OF JUNE 6, 2014LLC Interest Purchase Agreement • June 9th, 2014 • Vitamin Shoppe, Inc. • Retail-food stores • Delaware
THIS LLC INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of June 6, 2014, is made and entered into by and among VS Hercules LLC, a Delaware limited liability company (“Purchaser”), FDC Vitamins, LLC, a Florida limited liability company (the “Company”), MBF/FDC Acquisition, LLC, a Delaware limited liability company (“MBF Acquisition”), FDC Management, LLC, a Florida limited liability company (“FDC Management”), FDC Limited II, LLC, a Florida limited liability company (“FDC Limited II”), Nutri-Force Nutrition, Inc., a Florida corporation (“Nutri-Force”), the individuals listed on Exhibit A hereto (the “Majority Class B Holders” and, together with MBF Acquisition, FDC Management, FDC Limited II and Nutri-Force, the “Sellers,” and each individually, a “Seller”), MBF Acquisition, as the Sellers’ representative (the “Seller Representative”), and solely for the purposes of the Sections referenced in its signature, Vitamin Shoppe, Inc., a Delaware corporation (“Guarantor”). Purchaser,
SECOND AMENDED AND RESTATED INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • October 10th, 2014 • Vitamin Shoppe, Inc. • Retail-food stores • New York
THIS SECOND AMENDED AND RESTATED INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”), dated as of October 6, 2014, is entered into by VITAMIN SHOPPE INDUSTRIES INC., a New York corporation (“Grantor”), and JPMORGAN CHASE BANK, N.A., as Administrative Agent (“Administrative Agent”), for the Secured Parties. Capitalized terms not otherwise defined herein have the meanings set forth in the Amended and Restated Loan and Security Agreement dated as of January 20, 2011, among Grantor, VS Direct Inc., a Delaware corporation (“VS Direct”), Vitamin Shoppe Mariner, Inc., a Delaware corporation (“VS Mariner”), Vitamin Shoppe Global, Inc., a Delaware corporation (“VS Global”), VS Hercules LLC, a Delaware limited liability company (“VS Hercules”), FDC Vitamins, LLC, a Delaware limited liability company (“FDC”), Betancourt Sports Nutrition, LLC, a Florida limited liability company (“Betancourt”, and together with Grantor, VS Direct, VS Mariner, VS Global, VS Hercules and FDC, collectively, t
AMENDMENT NO. 2 TO EMPLOYMENT AND NON-COMPETITION AGREEMENTEmployment and Non-Competition Agreement • April 2nd, 2012 • Vitamin Shoppe, Inc. • Retail-food stores • New York
THIS AMENDMENT NO. 2 TO EMPLOYMENT AND NON-COMPETITION AGREEMENT, (this “Agreement”) is made as of March 29, 2012, by and among Richard Markee (the “Executive”), Vitamin Shoppe, Inc., a Delaware corporation, (“Parent”) and Vitamin Shoppe Industries Inc., a New York corporation (the “Company”).
AMENDMENT TO EMPLOYMENT AND NON-COMPETITION AGREEMENTEmployment and Non-Competition Agreement • March 28th, 2008 • Vs Holdings, Inc. • Retail-food stores
THIS AMENDMENT TO EMPLOYMENT AND NON-COMPETITION AGREEMENT, (this “Agreement”) is made as of December 28, 2007, by and among Louis H. Weiss (“Executive”), VS Parent, Inc., a Delaware corporation, (“Parent”), Vitamin Shoppe Industries, Inc., a New York corporation (“VSI”), VS Direct, Inc., a Delaware corporation (the “Company”), and VS Holdings, Inc., a Delaware corporation (“Holdings”).
Re: Severance and Release AgreementSeverance Agreement • February 23rd, 2016 • Vitamin Shoppe, Inc. • Retail-food stores • New Jersey
This letter agreement (the “Agreement”) sets forth the terms of the severance and release agreement that Vitamin Shoppe, Inc. (“Parent”) and Vitamin Shoppe Industries Inc. (the “Company”) are offering you in connection with your separation from the employment of the Company.
AMENDMENT NO. 2 TO EMPLOYMENT AND NON-COMPETITION AGREEMENTEmployment and Non-Competition Agreement • September 30th, 2009 • Vs Holdings, Inc. • Retail-food stores
THIS AMENDMENT NO. 2 TO EMPLOYMENT AND NON-COMPETITION AGREEMENT, (this “Agreement”) is made as of September 25 2009, by and among Anthony Truesdale (“Executive”), VS Parent, Inc., a Delaware Corporation, (“Parent”), Vitamin Shoppe Industries Inc., a Delaware corporation (the “Company”), and VS Holdings, Inc., a Delaware corporation (“Holdings”).
EMPLOYMENT AND NON-COMPETITION AGREEMENTEmployment Agreement • July 23rd, 2018 • Vitamin Shoppe, Inc. • Retail-food stores • New Jersey
This EMPLOYMENT AND NON-COMPETITION AGREEMENT (this “Agreement”) is made as of this 17th day of July, 2018, by and between Sharon Leite (the “Executive”) and Vitamin Shoppe, Inc., a Delaware corporation, (the “Parent”), Vitamin Shoppe Industries Inc., a New York corporation (“VSI”) and all of their subsidiaries and affiliates (collectively, the “Company”).
