0001193125-07-139320 Sample Contracts

EMPLOYMENT, NON-COMPETITION AND PROPRIETARY RIGHTS AGREEMENT
Employment Agreement • June 20th, 2007 • Vitacost.com, Inc. • Florida

THIS EMPLOYMENT NON-COMPETITION AND PROPRIETARY RIGHTS AGREEMENT (the “Agreement”) is effective as of April 1, 2007, by and between VITACOST.COM, INC., a Delaware corporation (the “Company”), and Sonya Lambert (the “Employee”).

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MASTER AGREEMENT dated as of February 5, 2007
Master 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.

VITACOST.COM, INC. NONSTATUTORY STOCK OPTION AGREEMENT
Nonstatutory 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”).

Contract
Consulting 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”).

ASSIGNMENT OF LEASE
Assignment 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”).

LEASE
Lease 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”).

FORM OF VITACOST.COM, INC. LOCK-UP AGREEMENT
Lock-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. FORM OF NONSTATUTORY STOCK OPTION AGREEMENT
Nonstatutory 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”).

SUBLEASE AGREEMENT
Sublease Agreement • June 20th, 2007 • Vitacost.com, Inc.

This Sublease Agreement (the “Sublease”) entered into this 26 day of January, 2007, by and between Secure Computing Corporation, a Delaware corporation (hereafter referred to as the “Sublessor”, and Vitacost.com a Delaware corporation (hereinafter referred to as the “Sublessee”).

AGREEMENT
Supply Agreement • June 20th, 2007 • Vitacost.com, Inc.

THIS AGREEMENT (the “Agreement”) is made and entered into as of the 13th day of March, 2007, by and between Pharma Base S.A., a Switzerland corporation located at Churerstrasse 166, 8808 Pfáffikon, Switzerland (“Seller”) and Vitacost Inc., a Florida corporation located at 2055 High Ridge Road, Boynton Beach, Florida 33426 (“Vitacost”).

GORSEK SEVERANCE AGREEMENT
Severance 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 (“Gorsek”).

INDUSTRIAL MULTI-TENANT LEASE
Industrial Multi-Tenant Lease • June 20th, 2007 • Vitacost.com, Inc. • Florida

THIS LEASE AGREEMENT is made and is entered into by and between PREMIER GATEWAY CENTER AT QUANTUM LLP, a Florida limited liability partnership (the “Landlord”) and VITACOST.COM, INC., a Delaware corporation (the “Tenant” or “You”).

AMENDED AND RESTATED GORSEK VOTING TRUST AGREEMENT
Voting Trust Agreement • June 20th, 2007 • Vitacost.com, Inc. • Florida
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