VS HOLDINGS, INC. Shares of Common Stock Form of Underwriting AgreementVs Holdings, Inc. • October 14th, 2009 • Retail-food stores • New York
VS Holdings, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”), and certain stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”) propose to sell to the several Underwriters an aggregate of shares of Common Stock (collectively, the “Underwritten Shares”), which Underwritten Shares include certain shares of Common Stock to be issued in exchange for the Series A Preferred Stock, par value $0.01 per share (the “Preferred Stock”), or the Warrants (the “Warrants”) of VS Parent, Inc. (“Parent”). In addition, the Selling Stockholders propose to sell, at the option of the Underwriters, up to an additional shares of Common Stock (the “Option Shares”). The Underwritten Shares and the Option Shares a
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”).
FORM OF] VS HOLDINGS, INC. SECURITYHOLDERS AGREEMENTSecurityholders Agreement • October 14th, 2009 • Vs Holdings, 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
