BNY MELLON, NATIONAL ASSOCIATION ESCROW AGREEMENTEscrow Agreement • March 23rd, 2010 • Great Hill Investors LLC • Retail-catalog & mail-order houses • Massachusetts
This Escrow Agreement, dated as of March 23, 2010, is by and among Great Hill Investors, LLC, a Massachusetts limited liability company, having its principal place of business at One Liberty Square, Boston, MA 02109, Great Hill Equity Partners III, L.P., a Delaware limited liability company, having its principal place of business at One Liberty Square, Boston, MA 02109, Great Hill Equity Partners IV, L.P., having its principal place of business at One Liberty Square, Boston, MA 02109 (collectively, “Buyer”), Salvatore and Anna Caro, individuals whose residential address is at 9 Navajo Drive, Springfield, IL 62711 (together, the “Seller”) (collectively, the Buyer and the Seller are herein referred to as the “Escrow Parties”), and BNY Mellon, National Association, a national banking association with its principal place of business at BNY Mellon Center, 201 Washington, Street, Boston, MA 02108 (the “Escrow Agent”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 23rd, 2010 • Great Hill Investors LLC • Retail-catalog & mail-order houses • New York
This Agreement (this “Agreement”), dated as of March 23, 2010, is by and among Great Hill Investors, LLC, Great Hill Equity Partners III, L.P. and Great Hill Equity Partners IV, L.P. (each a “Buyer” and collectively, the “Buyers”) and Salvatore and Anna Caro (individually, each a “Seller” and, collectively, as the “Sellers”).
Joint Filing AgreementJoint Filing Agreement • March 23rd, 2010 • Great Hill Investors LLC • Retail-catalog & mail-order houses
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, as of March 23, 2010 the undersigned each hereby agrees to the joint filing on behalf of each of them of a Statement on Schedule 13D, including amendments thereto (as amended, the “Schedule 13D”) with respect to common stock, par value $0.00001 per share, of Vitacost.com, Inc., a Delaware corporation, and further agrees that this Joint Filing Agreement be included as an exhibit to the Schedule 13D provided that, as contemplated by Section 13d-1(k)(1)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 23rd, 2010 • Great Hill Investors LLC • Retail-catalog & mail-order houses • Delaware
This Agreement (this “Agreement”), dated as of March 23, 2010, is by and among Great Hill Investors, LLC, Great Hill Equity Partners III, L.P. and Great Hill Equity Partners IV, L.P. (each a “Buyer” and collectively, the “Buyers”) and Wayne F. Gorsek (“Seller”).
