ARTICLE I DEFINITIONSStockholders Agreement • July 27th, 1999 • Vitaminshoppecom Inc • New York
2 3 (c) Paragraphs 1 and 2 shall terminate in accordance with their respective terms. VitaminShoppe.com shall have the right but not the obligation to terminate any services provided under paragraphs 3(a) and 3(b) at any time upon 90 days prior...Administrative Services Agreement • July 27th, 1999 • Vitaminshoppecom Inc • New York
RECITALSRegistration Rights Agreement • July 27th, 1999 • Vitaminshoppecom Inc • New York
THIS WARRANT AND THE SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 4 OF THIS WARRANTVitaminshoppecom Inc • July 27th, 1999 • New York
RECITALSSponsorship Agreement • July 27th, 1999 • Vitaminshoppecom Inc • California
627 BROADWAY NEW YORK, NY 10012 PHONE: 212-780-6060 STRATEGIC PLANNING SERVICES (SPS) AGREEMENT FAX: 212-529-7156 IN CONSIDERATION OF THE MUTUAL COVENANTS HEREIN, THE PARTIES AGREE AS FOLLOWS: CONTRACT TERM / NUMBER OF MONTHS [*****] MONTHS START DATE...Vitaminshoppecom Inc • July 27th, 1999 • New York
3 4 (b) In the case of a refund as provided in paragraph 3(c), VSI shall pay to each Member such Member's share of the refund, determined by allocating such refund so that each Member receives a payment in an amount equal to the reduction of such...Tax Allocation Agreement • July 27th, 1999 • Vitaminshoppecom Inc • New York
EXHIBIT 10.19 EMPLOYMENT AND NONCOMPETITION AGREEMENT THIS EMPLOYMENT AND NONCOMPETITION AGREEMENT (this "Agreement") made as of this 14th day of June, 1999, by and between Kathryn Creech (the "Executive"), and VitaminShoppe.com, a Delaware...Employment and Noncompetition Agreement • July 27th, 1999 • Vitaminshoppecom Inc • Delaware
BETWEEN YAHOO! INC. ANDSublease Agreement • July 27th, 1999 • Vitaminshoppecom Inc • California
CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS. SPONSORSHIP AND ADVERTISING AGREEMENT Agreement, dated as of April 16, 1999, between InteliHealth, Inc. ("InteliHealth") and...Sponsorship and Advertising Agreement • July 27th, 1999 • Vitaminshoppecom Inc • Pennsylvania
1 Exhibit 10.15 DATABASE AGREEMENT This DATABASE AGREEMENT (this "Agreement") dated as of July 1, 1999 by and between VITAMINSHOPPE.COM, INC., a Delaware corporation ("VitaminShoppe.com"), and VITAMIN SHOPPE INDUSTRIES INC., a New York corporation...Database Agreement • July 27th, 1999 • Vitaminshoppecom Inc • New York
EXHIBIT 10.6 FORM OF CONVERTIBLE SUBORDINATED NOTE THIS NOTE IS SUBORDINATED TO THE SENIOR INDEBTEDNESS. THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT AMOUNTS OWING WITH RESPECT TO THIS NOTE SHALL BE SUBORDINATED IN...Vitaminshoppecom Inc • July 27th, 1999
RECITALSNetwork License Agreement • July 27th, 1999 • Vitaminshoppecom Inc • California
1 EXHIBIT 10.11 TRADEMARK LICENSE AGREEMENT This TRADEMARK LICENSE AGREEMENT (this "Agreement") dated as of July 1, 1999 by and between VITAMINSHOPPE.COM, INC., a Delaware corporation ("VitaminShoppe.com"), and VITAMIN SHOPPE INDUSTRIES INC., a New...Trademark License Agreement • July 27th, 1999 • Vitaminshoppecom Inc • New York
1 EXHIBIT 10.5 CONVERTIBLE SUBORDINATED NOTE PURCHASE AGREEMENT, dated as of July 9, 1999, among VITAMINSHOPPE.COM, INC., a Delaware corporation having an office at 380 Lexington Avenue, Suite 1700, New York, NY 10168 (the "Company") and the...Convertible Subordinated Note Purchase Agreement • July 27th, 1999 • Vitaminshoppecom Inc
1 EXHIBIT 10.16 INTERCOMPANY INDEMNIFICATION AGREEMENT This INTERCOMPANY INDEMNIFICATION AGREEMENT (this "Agreement") dated as of July 1, 1999 by and between VITAMINSHOPPE.COM, INC., a Delaware corporation ("VitaminShoppe.Com"), and VITAMIN SHOPPE...Intercompany Indemnification Agreement • July 27th, 1999 • Vitaminshoppecom Inc • New York
June 14, 1999 Ms. Kathryn Creech 31 Copper Beech Road Greenwich, CT 06830 Re: VitaminShoppe.com, Inc. (the "Company") Consulting Agreement Dear Kathryn: In consideration for the consulting services rendered by you on behalf of the Company from the...Vitaminshoppecom Inc • July 27th, 1999
CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS. THE VITAMIN SHOPPE & ONHEALTH NETWORK COMPANY SPONSORSHIP AGREEMENT This agreement, dated as of March 31, 1999, describes the...Vitaminshoppecom Inc • July 27th, 1999 • Washington
CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS. [Time Inc. Letterhead] December 17,1998 VIA FEDERAL EXPRESS Mr. Jeff Howard Chief Executive Officer THE VITAMIN SHOPPE...Vitaminshoppecom Inc • July 27th, 1999
AGREEMENTAgreement • July 27th, 1999 • Vitaminshoppecom Inc • New York
May 24, 1999 VIA FEDERAL EXPRESS Mr. Jeff Howard Chief Executive Officer THE VITAMIN SHOPPE Westside Avenue North Bergen, New Jersey 07047 Dear Jeff: I am writing to formalize our agreement for the exclusive sponsorship of the Dr. Bernie Siegel online...Vitaminshoppecom Inc • July 27th, 1999 • New York
2 3 IN WITNESS WHEREOF, VSI and VitaminShoppe.com have caused their respective duly authorized officers to execute this Agreement as of the day and year first above written. VITAMIN SHOPPE INDUSTRIES INC. By: ___________________________ Name: Title:...Assignment and Assumption of Contracts • July 27th, 1999 • Vitaminshoppecom Inc
1 Exhibit 10.13 CO-MARKETING AGREEMENT This CO-MARKETING AGREEMENT (this "Agreement") dated as of July 1, 1999 by and between VITAMINSHOPPE.COM, INC., a Delaware corporation ("VitaminShoppe.com"), and VITAMIN SHOPPE INDUSTRIES INC., a New York...Co-Marketing Agreement • July 27th, 1999 • Vitaminshoppecom Inc • New York
1 Exhibit 10.12 SUPPLY AND FULFILLMENT AGREEMENT This SUPPLY AND FULFILLMENT AGREEMENT (this "Agreement") dated as of July 1, 1999 by and between VITAMINSHOPPE.COM, INC., a Delaware corporation ("VitaminShoppe.com"), and VITAMIN SHOPPE INDUSTRIES...Supply and Fulfillment Agreement • July 27th, 1999 • Vitaminshoppecom Inc • New York
CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS. COMPELLING CONTENT This Memorandum of Engagement is made on June 7, 1999 between VitaminShoppe.com ("Client"), whose offices...Vitaminshoppecom Inc • July 27th, 1999
