0001144204-11-036548 Sample Contracts

AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Rights 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").

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