Gorsek's Agreement Edwards Angell Palmer & Dodge LLP Draft of 3/16/2010 Privileged & Confidential Attorney-Client Communication STOCK PURCHASE AGREEMENT This Agreement (this "Agreement"), dated as of March 23, 2010, is by and among Great Hill Equity...Stock Purchase Agreement • April 7th, 2010 • Vitacost.com, Inc. • Retail-catalog & mail-order houses • New York
VITACOST.COM, INC. and MELLON INVESTOR SERVICES LLC as Rights Agent RIGHTS AGREEMENT Dated March 24, 2010Rights Agreement • March 25th, 2010 • Vitacost.com, Inc. • Retail-catalog & mail-order houses • New York
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • September 21st, 2009 • Vitacost.com, Inc. • Retail-food stores • Delaware
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of and among Vitacost.com, Inc., a Delaware corporation (the “Company”) and , a director and/or officer of the Company (the “Indemnitee”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • July 2nd, 2014 • Vitacost.com, Inc. • Retail-catalog & mail-order houses • Delaware
TENDER AND SUPPORT AGREEMENT, dated as of July 1, 2014 (this “Agreement”), among The Kroger Co., an Ohio corporation (“Parent”), Vigor Acquisition Corp., a Delaware corporation (“Acquisition Sub”), and the Person listed as “Stockholder” on the signature page hereto (“Stockholder”).
FIRST AMENDED AND RESTATED EMPLOYMENT, NON-COMPETITION AND PROPRIETARY RIGHTS AGREEMENTEmployment Agreement • July 18th, 2014 • Vitacost.com, Inc. • Retail-catalog & mail-order houses • Florida
THIS FIRST AMENDED AND RESTATED EMPLOYMENT, NON-COMPETITION AND PROPRIETARY RIGHTS AGREEMENT (the “Agreement”) is made as of this 2nd day of May, 2011, and amends and restates that certain Employment, Non-Competition and Proprietary Rights Agreement (the “Original Agreement”) effective as of December 2, 2009 by and between Vitacost.Com, Inc., a Delaware corporation (the “Company”), and Mary Marbach (the “Employee”).
ContractWarrant Agreement • February 21st, 2012 • Vitacost.com, Inc. • Retail-catalog & mail-order houses • Delaware
THIS WARRANT AND THE WARRANT SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS SO REGISTERED OR AN EXEMPTION THEREFROM IS AVAILABLE.
EMPLOYMENT, NON-COMPETITION AND PROPRIETARY RIGHTS AGREEMENTEmployment Agreement • June 12th, 2009 • Vitacost.com, Inc. • Retail-food stores • Florida
THIS EMPLOYMENT NON-COMPETITION AND PROPRIETARY RIGHTS AGREEMENT (the “Agreement”) is made as of this 31st day of July, 2008, by and between VITACOST.COM, INC., a Delaware corporation (the “Company”), and Wayne Gorsek (the “Employee”).
SECOND AMENDMENT TO EMPLOYMENT, NON-COMPETITION AND PROPRIETARY RIGHTS AGREEMENTEmployment, Non-Competition and Proprietary Rights Agreement • March 25th, 2010 • Vitacost.com, Inc. • Retail-catalog & mail-order houses
This Second Amendment (the “Second Amendment”), dated as of March 22, 2010, further amends that certain Employment, Non-Competition and Proprietary Rights Agreement (the “Original Agreement”) effective as of September 16, 2008, by and between VITACOST.COM, INC., a Delaware corporation (the “Company”), and ROBERT HIRSCH (the “Employee”), as previously amended by that certain First Amendment to Employment, Non-Competition and Proprietary Rights Agreement dated as of June 29, 2009, by and between the Company and Employee (the “First Amendment” and together with the Original Agreement and this Second Amendment, the “Agreement”). Capitalized terms used herein and not otherwise defined shall have the meaning as set forth in the Agreement.
—] Shares Vitacost.com, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 9th, 2009 • Vitacost.com, Inc. • Retail-food stores • New York
AGREEMENT AND PLAN OF MERGER by and among THE KROGER CO., VIGOR ACQUISITION CORP. and VITACOST.COM, INC. Dated as of July 1, 2014Merger Agreement • July 2nd, 2014 • Vitacost.com, Inc. • Retail-catalog & mail-order houses • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of July 1, 2014 by and among The Kroger Co., an Ohio corporation (“Parent”), Vigor Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Acquisition Sub”), and Vitacost.com, Inc., a Delaware corporation (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 21st, 2012 • Vitacost.com, Inc. • Retail-catalog & mail-order houses • Delaware
REGISTRATION RIGHTS AGREEMENT, dated as of February 16, 2012 (this "Agreement"), by and between Vitacost.com, Inc., a Delaware corporation (together with any successor entity thereto, the "Company"), on the one hand, and Jeffrey Horowitz and JHH Capital, LLC (each a “Holder” and together, the "Holders"), on the other hand.
FIRST AMENDMENT TO EMPLOYMENT, NON-COMPETITION AND PROPRIETARY RIGHTS AGREEMENTEmployment, Non-Competition and Proprietary Rights Agreement • August 24th, 2009 • Vitacost.com, Inc. • Retail-food stores
This First Amendment (“Amendment”) dated as of June 30, 2009 amends that certain Employment, Non-Competition and Proprietary Agreement (the “Agreement”) effective as of the 29th day of January, 2007, by and between VITACOST.COM, INC., a Delaware corporation (the “Company”), and IRA KERKER (the “Employee”). Capitalized terms used herein and not otherwise defined shall have the same meaning as set forth in the Agreement.
FACILITY LEASE AGREEMENTFacility Lease Agreement • August 29th, 2012 • Vitacost.com, Inc. • Retail-catalog & mail-order houses
THIS LEASE (this "Lease") dated this 28th day of August, 2012 with an effective date of September 1, 2012 BETWEEN Vitacost.com, Inc. of 5400 Broken Sound Parkway, NW #500, Boca Raton, FL, 33487 Telephone: 561-982-4180 (the "Landlord") Nutra-Pharma Manufacturing Corp. of N.C. Telephone: 631-846-2500 (the "Tenant") and Nature’s Value, Inc. of 468 Mill Road, Coram, NY 11727 (the “Guarantor”).
VITACOST.COM, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • February 6th, 2014 • Vitacost.com, Inc. • Retail-catalog & mail-order houses • Florida
Unless otherwise defined herein, the terms defined in the Vitacost.com, Inc. 2011 Incentive Compensation Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement (the “Award Agreement”), which includes the Notice of Restricted Stock Unit Grant (the “Notice of Grant”) and Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A.
MASTER AGREEMENT dated as of February 5, 2007Master Agreement • June 20th, 2007 • Vitacost.com, Inc. • New York
have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties confirming those Transactions.
PURCHASE AGREEMENT Dated as of February 16, 2012 by and among VITACOST.COM, INC. and the Purchasers identified on Exhibit A heretoPurchase Agreement • February 21st, 2012 • Vitacost.com, Inc. • Retail-catalog & mail-order houses • Delaware
This PURCHASE AGREEMENT (this “Agreement”) is entered into as of February 16, 2012, by and among Vitacost.com, Inc., a Delaware corporation (the “Company”), and the purchasers identified on Exhibit A hereto (collectively, the “Purchasers” and, each, a “Purchaser”).
VITACOST.COM, INC. NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • June 20th, 2007 • Vitacost.com, Inc. • Illinois
THIS NONSTATUTORY STOCK OPTION AGREEMENT (the “Agreement”) made this 31st day of December, 2004, between Vitacost.com, Inc., a Delaware corporation having a principal place of business at 2055 High Ridge Road, Boynton Beach, Florida 33426 (the “Corporation”) and Wayne Gorsek (the “Participant”).
Equipment Rental AgreementEquipment Rental Agreement • August 29th, 2012 • Vitacost.com, Inc. • Retail-catalog & mail-order houses
THIS EQUIPMENT RENTAL AGREEMENT dated this 28th day of August, 2012 with an effective date of September 1, 2012 (the “Agreement”)BETWEEN Vitacost.com, Inc. of 5400 Broken Sound Blvd. NW #500, Boca Raton, Florida, 33487 (the "Lessor”), Nutra-Pharma Manufacturing Corp. of N.C. of 130 Lexington Parkway, Lexington, North Carolina (“Lessee”) and Nature's Value, Inc. of 468 Mill Road, Coram, New York, 11727 (the "Guarantor") (the Lessor, Lessee and Guarantor are collectively the "Parties").
ContractConsulting Agreement • June 20th, 2007 • Vitacost.com, Inc. • Florida
This Agreement is entered into as of the 29th day of January, 2007, between VITACOST.COM, INC., a Delaware corporation (“Company”), and WAYNE GORSEK (“Consultant”).
FIRST AMENDMENT TO EMPLOYMENT, NON-COMPETITION AND PROPRIETARY RIGHTS AGREEMENTEmployment, Non-Competition and Proprietary Rights Agreement • August 24th, 2009 • Vitacost.com, Inc. • Retail-food stores
This First Amendment (“Amendment”) dated as of July 15, 2009 amends that certain Employment, Non-Competition and Proprietary Agreement (the “Agreement”) effective as of the July 15, 2008 by and between VITACOST.COM, INC., a Delaware corporation (the “Company”), and WAYNE GORSEK (the “Employee”). Capitalized terms used herein and not otherwise defined shall have the same meaning as set forth in the Agreement.
NATURE’S VALUE, INC. Coram, New York 11727Manufacturing Agreement • August 29th, 2012 • Vitacost.com, Inc. • Retail-catalog & mail-order houses • New York
With a view toward establishing a mutually beneficial long term supply relationship, Nature’s Value, Inc. (“Supplier”) is pleased to supply products to your company (“Purchaser”) as follows:
ASSIGNMENT OF LEASEAssignment of Lease • June 20th, 2007 • Vitacost.com, Inc.
ASSIGNMENT of lease by and between COMMONSENSE PUBLISHING, INC. (the “Tenant”), and VITACOST.COM, INC. (the “Assignee”), and CF COMPANIES, INC. (the “Landlord”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 22nd, 2011 • Vitacost.com, Inc. • Retail-catalog & mail-order houses • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made this 16th day of February, 2011, effective as of August 16, 2010 (the “Effective Date”) except as otherwise provided herein, by and among VITACOST.COM, INC., a Delaware corporation (the “Company”) and JEFFREY HOROWITZ, an individual residing at 7273 Fisher Island Drive, Fisher Island, FL 33109 (the “Employee”). This Agreement shall supersede and replace, in its entirety, that certain Consulting Agreement, dated August 2, 2010, by and between the Company and the Employee (the “Consulting Agreement”) and, as of the Effective Date hereof, the Consulting Agreement shall hereby terminate and no longer have any force or effect, and neither the Company nor the Employee shall have any further rights, benefits, claims and/or obligations thereunder, except as otherwise provided herein.
EMPLOYMENT AGREEMENTEmployment Agreement • October 19th, 2010 • Vitacost.com, Inc. • Retail-catalog & mail-order houses • Delaware
This Employment Agreement ("Agreement") is made and entered into effective as of October 19, 2010 by and between VITACOST.COM, INC., a Delaware corporation (the "Company"), and STEPHEN MARKERT (hereinafter, the "Employee").
NOMINATION AND STANDSTILL AGREEMENTNomination and Standstill Agreement • March 24th, 2014 • Vitacost.com, Inc. • Retail-catalog & mail-order houses • Delaware
This NOMINATION AND STANDSTILL AGREEMENT (the “Agreement”) is made as of March 21, 2014 by and among Vitacost.com, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), the persons and entities listed on Exhibit A hereto (collectively, the “Osmium Group”), Jeffrey Horowitz, Great Hill Equity Partners III, L.P., Great Hill Equity Partners IV, L.P. and Great Hill Investors, LLC. In consideration of the covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
AGREEMENT AND PLAN OF MERGER BETWEEN VITACOST MERGER CORPORATION A DELAWARE CORPORATION AND VITACOST.COM, INC. A DELAWARE CORPORATIONMerger Agreement • September 28th, 2011 • Vitacost.com, Inc. • Retail-catalog & mail-order houses
THIS AGREEMENT AND PLAN OF MERGER dated as of July 28, 2011 (this “Agreement”) is between Vitacost Merger Corporation, a Delaware corporation (“VM Corporation”), and Vitacost.com, Inc., a Delaware corporation (“Vitacost”). VM Corporation and Vitacost are sometimes referred to herein as the “Constituent Corporations.”
INDUSTRIALREAL ESTATE LEASE (SINGLE-TENANT FACILITY) CB RICHARD ELLIS, INC. BROKERAGE AND MANAGEMENT LICENSED REAL ESTATE BROKERIndustrial Real Estate Lease • June 20th, 2007 • Vitacost.com, Inc.
AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • June 20th, 2011 • Vitacost.com, Inc. • Retail-catalog & mail-order houses • New York
This Amendment No. 1 ("Amendment No. 1") dated as of June 16, 2011, to the Rights Agreement dated as of March 24, 2010 (the "Rights Agreement"), is entered into by and between Vitacost.com, Inc., a Delaware corporation (the "Company"), and Mellon Investor Services LLC, a New Jersey limited liability company, as rights agent (the "Rights Agent").
LEASELease Agreement • June 20th, 2007 • Vitacost.com, Inc. • Utah
THIS INDENTURE OF LEASE, made and entered into as of the 28 day of Feb, 2006, by and between CF COMPANIES, INC., a Minnesota corporation, as lessor (herein called “Lessor”), and COMMONSENSE PUBLISHING, INC., a Delaware corporation, as lessee (herein called “Lessee”).
EMPLOYMENT TERMINATION AND GENERAL RELEASE AGREEMENTEmployment Termination and General Release Agreement • February 29th, 2012 • Vitacost.com, Inc. • Retail-catalog & mail-order houses • Florida
This EMPLOYMENT TERMINATION AND GENERAL RELEASE AGREEMENT (this “Agreement”) is entered into and shall be effective as of February 24, 2012 (“Effective Date”), among VITACOST.COM, INC., a Delaware corporation (the “Company”) and STEPHEN MARKERT (“Employee”).
FORM OF VITACOST.COM, INC. LOCK-UP AGREEMENTLock-Up Agreement • June 20th, 2007 • Vitacost.com, Inc.
The undersigned understands that you, as representatives (the “Representatives”), propose to enter into an Underwriting Agreement on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with Vitacost.com, Inc., a Delaware corporation (the “Company”), and certain selling stockholders of the Company, providing for a public offering of the Common Stock of the Company (the “Shares”) pursuant to a Registration Statement on Form S-1 filed with the Securities and Exchange Commission (the “SEC”).
VITACOST.COM, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • June 12th, 2009 • Vitacost.com, Inc. • Retail-food stores • Florida
THIS AGREEMENT made this day of , 200 between VITACOST.COM, INC., a Delaware corporation having a principal place of business at 2049 High Ridge Road, Boynton Beach, Florida 33426 (the “Corporation”) and (the “Employee”).
VITACOST.COM, INC. FORM OF NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • June 20th, 2007 • Vitacost.com, Inc. • Illinois
THIS NONSTATUTORY STOCK OPTION AGREEMENT (the “Agreement”) made this _____ day of __________, ____, between Vitacost.com, Inc., a Delaware corporation having a principal place of business at 2049 High Ridge Road, Boynton Beach, Florida 33426 (the “Corporation”) and __________ (the “Participant”).
SERVICES AGREEMENTServices Agreement • August 29th, 2012 • Vitacost.com, Inc. • Retail-catalog & mail-order houses • Florida
Nutra-Pharma Manufacturing Corp. of N.C. (“Nutra-Pharma”) desires to engage Vitacost.com, Inc. (“Vitacost”) to provide labor and Vitacost desires to be engaged by Nutra-Pharma, all on the terms and conditions of this Agreement. As used herein, the term “Employee” means a Vitacost employee working on behalf of Nutra-Pharma pursuant to this Agreement.
AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • June 16th, 2011 • Vitacost.com, Inc. • Retail-catalog & mail-order houses • New York
This Amendment No. 1 ("Amendment No. 1") dated as of June 16, 2011, to the Rights Agreement dated as of March 24, 2010 (the "Rights Agreement"), is entered into by and between Vitacost.com, Inc., a Delaware corporation (the "Company"), and Mellon Investor Services LLC, a New Jersey limited liability company, as rights agent (the "Rights Agent").
