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Vitacost.com, Inc. Announces Settlement Of Derivative Lawsuit, Sets Date For Annual Meeting Of Stockholders, And Sets Date For Special Meeting Of Stockholders

Vitacost.com, Inc. (NASDAQ: VITC), a leading online retailer and direct marketer of health and wellness products, announced today that the Circuit Court of the Fifteenth Judicial District, Palm Beach County, Florida (Hon. Thomas H. Barkdull, III) issued an order and final judgment approving the settlement of the derivative lawsuit as set forth in the Stipulation and Agreement of Settlement dated April 19, 2011. The Order also quiets title to all outstanding Vitacost shares of stock and stock options for all audited periods since 2004.

In addition, the Company announced that its Annual Meeting of Stockholders will be held on Tuesday, July 5, 2011 in Boca Raton, Florida. In accordance with applicable Delaware law and the Company's bylaws, the Company's Board of Directors has fixed June 9, 2011 as the record date for holders of the Company’s common stock to be eligible to vote at the Annual Meeting. The Company intends to nominate for election all incumbent directors who are currently serving on the Board. In accordance with the Company’s bylaws, stockholder proposals to be presented at the Annual Meeting must be submitted in writing to the Secretary of the Company at the principal executive offices of the Company by no later than the close of business on June 10, 2011. All proposals must comply with the rules and regulations of the U.S. Securities and Exchange Commission and the Company’s bylaws.

In addition, the Company also announced that it will hold a Special Meeting of Stockholders on September 7, 2011. In accordance with applicable Delaware law and the Company's bylaws, the Company's Board of Directors has fixed July 22, 2011 as the record date for holders of the Company’s common stock to be eligible to vote at the Special Meeting. At the meeting, the stockholders will be asked to take certain actions to ensure that any potential defects in the Company’s organizational documents are unquestionably cured. In accordance with the Company’s bylaws, stockholder proposals to be presented at the Special Meeting must be submitted in writing to the Secretary of the Company at the principal executive offices of the Company by no later than the close of business on July 24, 2011. All proposals must comply with the rules and regulations of the U.S. Securities and Exchange Commission and the Company’s bylaws.

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