Exhibit 10.12 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT, dated March 1, 2000 between C&R INVESTMENTS I, L.P., a Pennsylvania limited partnership ("Buyer") and NUTRISYSTEM.COM INC., a Delaware corporation (the "Company"). NOW, THEREFORE, in...Stock Purchase Agreement • March 14th, 2000 • Nutrisystem Com Inc • Services-business services, nec • Pennsylvania
Exhibit 10.13 SHAREHOLDERS AGREEMENT AGREEMENT this 1st day of March 2000 by and among C & R Investments I, L.P. ("Buyer"), HPF Holdings, Inc. ("HPF") and Brian D. Haveson ("Haveson"). NOW THEREFORE, in consideration of the covenants contained and...Shareholder Agreement • March 14th, 2000 • Nutrisystem Com Inc • Services-business services, nec • Delaware
by and betweenAsset Purchase Agreement • October 24th, 2000 • Nutrisystem Com Inc • Services-business services, nec • California
BACKGROUNDMerger Agreement • December 17th, 1999 • Nutrisystem Com Inc
Exhibit 2.7 ASSIGNMENT OF FRANCHISE AGREEMENTS ASSIGNMENT made as of this 30th day of September, 1999 between Nutri/System L.P., a Delaware limited partnership (hereinafter referred to as "Assignor"), and nutrisystem.com inc., a Delaware corporation...Franchise Agreement • December 17th, 1999 • Nutrisystem Com Inc
RECITALS:Operating Agreement • December 17th, 1999 • Nutrisystem Com Inc • Pennsylvania
RECITALSSponsorship Agreement • February 10th, 2000 • Nutrisystem Com Inc • Services-business services, nec • Delaware
AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 10th, 2015 • Nutri System Inc /De/ • Retail-catalog & mail-order houses • Pennsylvania
This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”), is entered into on November 6, 2015, among NUTRISYSTEM, INC., a Delaware corporation (the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 2.14 (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), MANUFACTURERS AND TRADERS TRUST COMPANY, as the Administrative Agent, Swing Line Lender and L/C Issuer (acting in its capacity as the Administrative Agent, the “Administrative Agent”).
CREDIT AGREEMENT Dated November 8, 2012 among NUTRISYSTEM, INC., and CERTAIN SUBSIDIARIES as Borrowers, MANUFACTURERS AND TRADERS TRUST COMPANY, as Administrative Agent, a Lender, the Swing Line Lender and L/C Issuer, and The Other Lenders from Time...Credit Agreement • November 14th, 2012 • Nutri System Inc /De/ • Retail-catalog & mail-order houses • Pennsylvania
This CREDIT AGREEMENT (“Agreement”), is entered into on November 8, 2012, among NUTRISYSTEM, INC., a Delaware corporation (the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 2.14 (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), MANUFACTURERS AND TRADERS TRUST COMPANY, as the Administrative Agent, Swing Line Lender and L/C Issuer (acting in its capacity as the Administrative Agent, the “Administrative Agent”).
Exhibit 2.2 ASSET PURCHASE AGREEMENT This Agreement is made as of this 16th day of August, 1999, by and between ANSAMA Corp., a Nevada corporation, located at 382 Route 59, Section 310, Moncey, New York 10952 (hereinafter referred to as the "Buyer")...Asset Purchase Agreement • December 17th, 1999 • Nutrisystem Com Inc • Pennsylvania
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • November 14th, 2012 • Nutri System Inc /De/ • Retail-catalog & mail-order houses
THIS SECURITY AND PLEDGE AGREEMENT (this “Agreement”) is entered into November 8, 2012, among NUTRISYSTEM, INC., a Delaware corporation (the “Company”), NUTRI/SYSTEM IPHC, INC., a Delaware corporation, NSI TECH, INC., a Delaware corporation, NUTRISYSTEM DIY, LLC, a Delaware limited liability company, NUTRISYSTEM EVERYDAY, LLC, a Delaware limited liability company, and NSI Retail, LLC, a Virginia limited liability company and such other parties that may become Grantors hereunder after the date hereof (together with the Company, individually an “Grantor”, and collectively the “Grantors”) and MANUFACTURERS AND TRADERS TRUST COMPANY, in its capacity as administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties.
BackgroundLease • December 17th, 1999 • Nutrisystem Com Inc • Pennsylvania
CREDIT AGREEMENT Dated as of October 2, 2007 among NUTRISYSTEM, INC., and CERTAIN SUBSIDIARIES as Borrowers, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, CITIBANK, N.A., as Syndication Agent, SOVEREIGN BANK, as...Credit Agreement • November 6th, 2007 • Nutri System Inc /De/ • Retail-catalog & mail-order houses • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of October 2, 2007, among NUTRISYSTEM, INC., a Delaware corporation (the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 2.14 (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, CITIBANK, N.A. as Syndication Agent, and SOVEREIGN BANK, as Documentation Agent.
NUTRISYSTEM, INC. AMENDED AND RESTATED NUTRISYSTEM, INC. 2008 LONG-TERM INCENTIVE PLANNonqualified Stock Option Grant Agreement • January 5th, 2016 • Nutri System Inc /De/ • Retail-catalog & mail-order houses • Delaware
This 2015 NONQUALIFIED STOCK OPTION GRANT AGREEMENT (the “Agreement”), dated as of December 31, 2015 (the “Date of Grant”), is delivered by NutriSystem, Inc. to Dawn M. Zier (the “Grantee”).
NUTRISYSTEM, INC. AMENDED AND RESTATED NUTRISYSTEM, INC.Performance-Based Restricted Stock Unit Grant Agreement • January 2nd, 2015 • Nutri System Inc /De/ • Retail-catalog & mail-order houses • Delaware
This 2015 PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT AGREEMENT (the “Agreement”), effective as of [ ] [ ], 2015 (the “Date of Grant”), is delivered by NutriSystem, Inc. (the “Company”) to [ ] (the “Grantee”).
AGREEMENT AND PLAN OF MERGER DATED AS OF DECEMBER 9, 2018 BY AND AMONG TIVITY HEALTH, INC. SWEET ACQUISITION, INC. AND NUTRISYSTEM, INC.Merger Agreement • December 10th, 2018 • Nutri System Inc /De/ • Retail-catalog & mail-order houses • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of December 9, 2018 (this “Agreement”), is by and among Tivity Health, Inc., a Delaware corporation (“Parent”), Sweet Acquisition, Inc., a newly formed Delaware corporation and a direct, wholly-owned Subsidiary of Parent (“Merger Sub”), and Nutrisystem, Inc., a Delaware corporation (the “Company”). The Company, Parent and Merger Sub may be referred to herein as a “party” and collectively as the “parties.”
EMPLOYMENT AGREEMENT (Chris Terrill)Employment Agreement • November 5th, 2009 • Nutri System Inc /De/ • Retail-catalog & mail-order houses • Pennsylvania
This EMPLOYMENT AGREEMENT, dated September 28, 2009 (this “Agreement”), is between NutriSystem, Inc., a Delaware corporation, with a principal place of business located at 300 Welsh Road, Building 1, Suite 100, Horsham, Pennsylvania 19044 (the “Company”), and Chris Terrill (the “Employee”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 17th, 2015 • Nutri System Inc /De/ • Retail-catalog & mail-order houses
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made as of December 17, 2015, by and between Nutrisystem SBD, LLC, a Delaware limited liability company (“Buyer”), and SBD Holdings Group Corp., a Delaware corporation (“Seller”). Capitalized terms used in this Agreement are defined in Exhibit A attached hereto.
NUTRISYSTEM, INC. AMENDED AND RESTATED NUTRISYSTEM, INC.Restricted Stock Award Agreement • January 2nd, 2015 • Nutri System Inc /De/ • Retail-catalog & mail-order houses • Delaware
This RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”), dated as of [ ] (the “Date of Grant”), is delivered by NutriSystem, Inc. to [ ] (the “Grantee”).
COOPERATION AGREEMENTCooperation Agreement • October 25th, 2018 • Nutri System Inc /De/ • Retail-catalog & mail-order houses • Delaware
This Cooperation Agreement (this “Agreement”), effective as of October 23, 2018 (the “Effective Date”), is entered into by and among Nutrisystem, Inc., a Delaware corporation (the “Company” or “Nutrisystem”), and the persons and entities identified under that certain Schedule 13D (as defined below) as Reporting Persons (as defined therein) (each, a “Legion Party” and collectively, the “Legion Parties”). Nutrisystem and the Legion Parties are together referred to herein as the “Parties,” and each, a “Party.”
MEMBERSHIP INTEREST PURCHASE AGREEMENT between NUTRISYSTEM, INC. (a Delaware corporation), and ELIZABETH LUDLOW the sole member of SLIM AND TONE, LLCMembership Interest Purchase Agreement • March 30th, 2005 • Nutri System Inc /De/ • Retail-catalog & mail-order houses • Pennsylvania
This MEMBERSHIP INTEREST PURCHASE AGREEMENT is dated as of December 2, 2004. The parties are NUTRISYSTEM, INC., a Delaware corporation (the “Buyer”) and ELIZABETH LUDLOW, an individual and a resident of the Commonwealth of Pennsylvania (the “Seller”). Seller is the sole member and President of SLIM AND TONE, LLC, a Pennsylvania limited liability company (the “Company”).
THIRD AMENDMENT AND MODIFICATION TO CREDIT AGREEMENTCredit Agreement • November 4th, 2013 • Nutri System Inc /De/ • Retail-catalog & mail-order houses • Pennsylvania
THIS THIRD AMENDMENT AND MODIFICATION TO CREDIT AGREEMENT (the "Amendment") is made this 4th day of November, 2013, to be effective as of September 30, 2013 (the "Effective Date"), by and among NUTRISYSTEM, INC., a Delaware corporation (the "Company"), certain Subsidiaries of the Company (together with the Company, the "Borrowers" and, each a "Borrower"), MANUFACTURERS AND TRADERS TRUST COMPANY, as Administrative Agent (the "Administrative Agent"), and the other Lenders (as defined below) party hereto.
EXECUTION COPY Published CUSIP Numbers: Deal: 67073LAC8 Revolving Commitment: 67073LAD6 AMENDED AND RESTATED CREDIT AGREEMENT Dated December 5, 2011 among NUTRISYSTEM, INC., and CERTAIN SUBSIDIARIES as Borrowers, BANK OF AMERICA, N.A., as...Credit Agreement • December 9th, 2011 • Nutri System Inc /De/ • Retail-catalog & mail-order houses • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into on December 5, 2011, among NUTRISYSTEM, INC., a Delaware corporation (the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 2.14 (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer (acting in its capacity as Administrative Agent, the “Administrative Agent”), and JPMORGAN CHASE BANK, N.A as Syndication Agent.
AGREEMENTLicensing Agreement • November 4th, 2003 • Nutri System Inc /De/ • Services-business services, nec • New York
THIS AGREEMENT is made and entered into as of the 21st day of October 2003, by and between GT MERCHANDISING & LICENSING LLC, a limited liability company organized under the laws of the State of Delaware, located and doing business at 16 East 40th Street, New York, NY 10016 (“GTM&L”) and NUTRISYSTEM INC., a corporation organized under the laws of the State of Delaware, located and doing business at 202 Welsh Road, Horsham, PA 19044 (“NS”).
FOURTH AMENDMENT TO THE EMPLOYMENT AGREEMENT (Joseph M. Redling)Employment Agreement • July 26th, 2011 • Nutri System Inc /De/ • Retail-catalog & mail-order houses
THIS FOURTH AMENDMENT, dated as of July 20, 2011 (this "Fourth Amendment"), is between Nutrisystem, Inc., a Delaware corporation (the "Company"), and Joseph M. Redling (the "Executive").
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • March 29th, 2004 • Nutri System Inc /De/ • Retail-catalog & mail-order houses
THIS SECOND AMENDMENT TO LEASE (the “Amendment”) dated this 23rd day of September, 2003, between HWI PARTNERS, L.P., (“Landlord”) and NUTRISYSTEM, INC (“Tenant”).
NUTRISYSTEM, INC. AMENDED AND RESTATED NUTRISYSTEM, INC. 2008 LONG-TERM INCENTIVE PLAN2015 Performance-Based Restricted Stock Unit Grant Agreement • January 5th, 2016 • Nutri System Inc /De/ • Retail-catalog & mail-order houses • Delaware
This 2015 PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT AGREEMENT (the “Agreement”), effective as of December 31, 2015 (the “Date of Grant”), is delivered by NutriSystem, Inc. (the “Company”) to Dawn M. Zier (the “Grantee”).
Exhibit 2.6 QUITCLAIM ASSIGNMENT For good and valuable consideration, receipt of which is hereby acknowledged, Nutri/System L.P. ("Assignor"), a Delaware limited partnership with its principal place of business located at 202 Welsh Road, Horsham,...Quitclaim Assignment • December 17th, 1999 • Nutrisystem Com Inc
For good and valuable consideration, receipt of which is hereby acknowledged, Nutri/System L.P. ("Assignor"), a Delaware limited partnership with its principal place of business located at 202 Welsh Road, Horsham, Pennsylvania 19044, hereby sells, assigns, transfers and conveys to nutrisystem.com inc. ("Assignee"), a Delaware corporation and successor by merger to Ansama Corp., a Nevada corporation, with its principal place of business located at 202 Welsh Road, Horsham, Pennsylvania 19044, whatever rights, title and interest Assignor may now have or has ever had in the trademarks and service marks (hereinafter collectively referred to as "the Trademarks") identified and listed in the attached Exhibit A, and any goodwill of Assignor's business symbolized by the Trademarks together with all claims for damages by reason of infringement of the Trademarks, with the right to sue for and collect the same for its own use and enjoyment, and for the use and enjoyment of its successors, assigns
January 2, 2015 Mr. Michael P. Monahan [Address Redacted] Dear Mike:Letter Agreement • January 2nd, 2015 • Nutri System Inc /De/ • Retail-catalog & mail-order houses
Reference is hereby made to the letter agreement between us dated April 19, 2013 (the “Agreement”). The parties hereby agree to amend the Agreement as of the date first set forth above on the terms set forth in this letter agreement (this “First Amendment”).
April 19, 2013 Mr. Michael T. Monahan [Address Redacted] Dear Mike:Employment Agreement • May 8th, 2013 • Nutri System Inc /De/ • Retail-catalog & mail-order houses
We are pleased to extend to you (“Executive”) an offer to join NutriSystem, Inc. (the “the Company”) on the terms set forth in this letter agreement (this “Agreement”).
EMPLOYMENT AGREEMENT (Joseph M. Redling)Employment Agreement • November 6th, 2007 • Nutri System Inc /De/ • Retail-catalog & mail-order houses • Pennsylvania
This EMPLOYMENT AGREEMENT, dated August 6, 2007 (this “Agreement”), is between NutriSystem, Inc., a Delaware corporation (the “Company”), and Joseph M. Redling (the “Executive”).
February 5, 2013 Ms. Keira Krausz [Address Redacted] Dear Keira:Employment Agreement • March 12th, 2013 • Nutri System Inc /De/ • Retail-catalog & mail-order houses
We are pleased to extend to you (“Executive”) an offer to join NutriSystem, Inc. (the “the Company”) on the terms set forth in this letter agreement (this “Agreement”).
RE:Second Amendment to Employment AgreementEmployment Agreement • December 28th, 2017 • Nutri System Inc /De/ • Retail-catalog & mail-order houses
Reference is hereby made to the letter agreement between us dated February 5, 2013, as amended by that letter agreement dated January 2, 2015 (as so amended, the “Agreement”). The parties hereby agree to further amend the Agreement as of the date first set forth above on the terms set forth in this letter agreement (this “Second Amendment”).
EMPLOYMENT AGREEMENT (Bruce Blair)Employment Agreement • August 6th, 2008 • Nutri System Inc /De/ • Retail-catalog & mail-order houses • Pennsylvania
This EMPLOYMENT AGREEMENT, dated July 9, 2008 (this “Agreement”), is between NutriSystem, Inc., a Delaware corporation (the “Company”), and Bruce Blair (the “Employee”).
EMPLOYMENT AGREEMENT (Djordje (George) Jankovic)Employment Agreement • December 22nd, 2004 • Nutri System Inc /De/ • Retail-catalog & mail-order houses • Pennsylvania
This EMPLOYMENT AGREEMENT, dated December 22, 2004 (this "Agreement"), is between NutriSystem, Inc., a Delaware corporation (the "Company"), and George Jankovic (the "Employee").
