0001104659-12-073991 Sample Contracts

PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • November 5th, 2012 • Natural Grocers by Vitamin Cottage, Inc. • Retail-grocery stores

This PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated as of October 31, 2012, is entered into by and between Natural Grocers by Vitamin Cottage, Inc., a Delaware corporation (“Debtor”), and JPMorgan Chase Bank, N.A., as administrative agent (together with its successor(s) thereto in such capacity, the “Administrative Agent”) for the ratable benefit of the Secured Parties (as defined in the Credit Agreement referenced below).

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GUARANTY
Guaranty Agreement • November 5th, 2012 • Natural Grocers by Vitamin Cottage, Inc. • Retail-grocery stores • Colorado

This GUARANTY AGREEMENT (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Guaranty”) is made as of October 31, 2012 by Natural Grocers by Vitamin Cottage, Inc., a Delaware corporation (“Guarantor”), in favor of JPMorgan Chase Bank, N.A., as administrative agent (together with its successor(s) thereto in such capacity, the “Administrative Agent”) for the ratable benefit of the Secured Parties (as defined in the Credit Agreement referenced below).

ELEVENTH AMENDMENT TO CREDIT AGREEMENT
Pledge and Security Agreement • November 5th, 2012 • Natural Grocers by Vitamin Cottage, Inc. • Retail-grocery stores • Colorado

This Eleventh Amendment to Credit Agreement (this “Amendment”), dated as of the 31st day of October, 2012, is among Vitamin Cottage Natural Food Markets, Inc. (the “Company”), the Lenders under the Credit Agreement (as defined below), and JPMorgan Chase Bank, N.A. (“JPMorgan”), as a Lender and as Administrative Agent under the Credit Agreement. JPMorgan in its capacity as Administrative Agent under the Credit Agreement is sometimes referred to herein as the “Agent.” Capitalized terms used in this Amendment and not defined in this Amendment shall have the meaning given to such terms in the Credit Agreement.

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