VITAMIN SHOPPE, INC. 6,303,006 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • December 9th, 2010 • Vitamin Shoppe, Inc. • Retail-food stores • New York
Certain stockholders of Vitamin Shoppe, Inc., a Delaware corporation (the “Company”), named in Schedule 2 hereto (the “Selling Stockholders”), propose to sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 6,303,006 shares of Common Stock, par value $0.01 per share (the “Common Stock”), which includes shares to be issued upon exercise of outstanding stock options to purchase Common Stock (the “Options”) of the Company (the “Underwritten Shares”). In addition, the Selling Stockholders propose to sell, at the option of the Underwriters, up to an additional 945,450 shares of Common Stock (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares contemplated herein (the “Offering”) are referred to herein as the “Stock.”
