AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 12th, 2012 • Natural Grocers by Vitamin Cottage, Inc. • Retail-grocery stores
AGREEMENT AND PLAN OF MERGER, dated as of , 2012 (this “Agreement”), by and among Natural Grocers by Vitamin Cottage, Inc., a corporation organized under the laws of the State of Delaware (“Parent”), Vitamin Merger, Inc., a corporation organized under the laws of the State of Delaware and a wholly-owned subsidiary of Parent (“Merger Subsidiary”), and Vitamin Cottage Natural Food Markets, Inc., a Colorado corporation (the “Company”). Merger Subsidiary and the Company are sometimes referred to collectively as the “Constituent Corporations.”
STOCKHOLDERS AGREEMENTStockholders Agreement • July 12th, 2012 • Natural Grocers by Vitamin Cottage, Inc. • Retail-grocery stores • Colorado
Stockholders Agreement (this “Agreement”), dated as of , 2012 (the “Effective Date”), by, between and among (i) each of Kemper Isely, Zephyr Isely, Heather C. Isely, Elizabeth Isely, Lark Isely, Lucas B. Isely, Charity Isely, Mariah C. Isely, and Guy D. Isely (the “Individual Stockholders”), (ii) the limited liability companies listed on Exhibit A hereto (collectively, the “Exhibit A LLCs”), (iii) the limited liability companies listed on Exhibit B hereto (collectively, the “Exhibit B LLCs”, and together with the Exhibit A LLCs, the “LLCs”), (iv) Kemper Isely and Zephyr Isely, not individually, but in their capacity as trustees (in such capacity, each a “Trustee” and, collectively, the “Trustees”) of the LaRock and Luke Isely Trust (the “Trust”), (v) Anthony Andueza, not individually, but in his capacity as custodian (in such capacity, the “Custodian”) of the custodial accounts listed on Exhibit C (each, an “UTMA” and, collectively, the “UTMAs”), (vi) each of the individuals listed on
