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The agreement contains an optional repurchase right giving the Company, at any time after four years from the closing, the right to demand Vitacost repurchase their stock for 3,400,000 in cash or, at their option, a 60 month note requiring equal monthly payments of57,000. The agreement also contains an optional redemption right, giving Vitacost the right to redeem their stock, at any time up to four years from the closing. If this option is exercised between the closing and the first anniversary thereof, the price is 7,000,000, which compounds at the rate of 10 for each year up to 9,317,000 on the fourth anniversary of the closing. In addition, the Purchase Agreement provides Vitacost with a right of first refusal in the event that the Company desires to transfer the shares of Vitacost common stock, other than to an affiliate, or in connection with a liquidation or spin-off distribution to our stockholders, or an initial public offering.

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