0001144204-12-009991 Sample Contracts

Contract
Warrant 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.

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REGISTRATION RIGHTS AGREEMENT
Registration 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.

PURCHASE AGREEMENT Dated as of February 16, 2012 by and among VITACOST.COM, INC. and the Purchasers identified on Exhibit A hereto
Purchase 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”).

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