EXECUTION COPY SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "AGREEMENT") is dated as of July 24, 2003 by and between Medifast, Inc., a Delaware corporation (the "COMPANY"), and each purchaser identified on the signature pages...Securities Purchase Agreement • July 25th, 2003 • Medifast Inc • Miscellaneous food preparations & kindred products • New York
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 3rd, 2022 • Medifast Inc • Miscellaneous food preparations & kindred products • New York
THIS CREDIT AGREEMENT, dated as of April 13, 2021 (as it may be amended, restated, amended and restated, supplemented, and/or otherwise modified from time to time, this “Agreement”), among Medifast, Inc., a Delaware corporation, as the Borrower, the other Loan Parties party hereto from time to time, the Lenders party hereto from time to time, the Issuing Banks party hereto from time to time, and CITIBANK, N.A., as the Administrative Agent.
BETWEENEmployment Agreement • April 15th, 1999 • Healthrite Inc • Retail-food stores • Delaware
MEDIFAST, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC RIGHTS AGREEMENT Dated as of November 21, 2019Rights Agreement • November 22nd, 2019 • Medifast Inc • Miscellaneous food preparations & kindred products • Delaware
RIGHTS AGREEMENT (the “Agreement”), dated as of November 21, 2019, between MEDIFAST, INC., a Delaware corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company, as rights agent (the “Rights Agent”).
CREDIT Agreement dated as of April 13, 2021 among MEDIFAST, INC., as the Borrower The other Loan Parties Party Hereto, The Lenders Party Hereto, and CITIBANK, N.A., as Administrative Agent CITIBANK, N.A., as Sole Lead Arranger and Sole BookrunnerCredit Agreement • April 19th, 2021 • Medifast Inc • Miscellaneous food preparations & kindred products • New York
THIS CREDIT AGREEMENT, dated as of April 13, 2021 (as it may be amended, restated, amended and restated, supplemented, and/or otherwise modified from time to time, this “Agreement”), among Medifast, Inc., a Delaware corporation, as the Borrower, the other Loan Parties party hereto from time to time, the Lenders party hereto from time to time, the Issuing Banks party hereto from time to time, and CITIBANK, N.A., as the Administrative Agent.
EMPLOYMENT AGREEMENT THIS AGREEMENT ("Agreement") made as of the 24th day of April, 1998, between HEALTHRITE, INC., a Delaware corporation with its principal office presently located at 11445 Cronhill Drive, Owings Mills, Maryland 21117...Employment Agreement • April 15th, 1999 • Healthrite Inc • Retail-food stores • Delaware
ASSET PURCHASE AGREEMENT THIS AGREEMENT (hereinafter "Agreement") is effective as of June 16, 2003 (hereinafter "Effective Date") by and between: MEDIFAST, INC's subsidiary JASON ENTERPRISES INC. . ("AMEX;MED"), a corporation organized and existing...Asset Purchase Agreement • August 26th, 2003 • Medifast Inc • Miscellaneous food preparations & kindred products
EMPLOYMENT AGREEMENTEmployment Agreement • September 6th, 2007 • Medifast Inc • Miscellaneous food preparations & kindred products • Delaware
THIS AGREEMENT ("Agreement") made as of February 8, 2006, between MEDIFAST, INC., a Delaware corporation with its principal office presently located at 11445 Cronhill Drive, Owings Mills, Maryland 21117 ("Medifast"), and Brendan N. Connors, an individual presently residing in Owings Mills, Maryland (the "Executive").
COOPERATION AGREEMENTCooperation Agreement • April 6th, 2015 • Medifast Inc • Miscellaneous food preparations & kindred products • Delaware
This Cooperation Agreement (this “Agreement”) is made and entered into as of April 3, 2015, by and among Medifast, Inc. (the “Company”), Engaged Capital LLC (“Engaged”) and each of the other related Persons (as defined below) set forth on the signature pages hereto (collectively with Engaged, the “Engaged Group”). The Engaged Group and each of their Affiliates (as defined below) and Associates (as defined below) are collectively referred to as the “Investors.” The Company and the Investors are referred to herein as the “Parties.”
RECITALSSettlement Agreement • October 29th, 1999 • Healthrite Inc • Retail-food stores • Montana
SEPARATION AGREEMENTSeparation Agreement • August 21st, 2014 • Medifast Inc • Miscellaneous food preparations & kindred products • Maryland
This Separation Agreement (the “Agreement”) is made as of this 20th day of August, 2014 by and between Jason Properties, LLCor Jason Pharmaceuticals, Inc., as applicable, (the “Company” or the “Employer”), and Jeannette Mills (“Employee”). Employee’s employment relationship with the Company is terminating, and Company and Employee wish to voluntarily resolve all issues which arise out of the employment relationship. Based on the mutual promises contained herein and other good and valuable consideration, Company and Employee agree as follows:
SEPARATION AGREEMENTSeparation Agreement • January 19th, 2016 • Medifast Inc • Miscellaneous food preparations & kindred products • Maryland
This Separation Agreement (the “Agreement”) is made as of this 12th day of January, 2016 by and between Jason Pharmaceuticals, as applicable, (the “Company” or the “Employer”), and Don Gould (“Employee”). Employee’s employment relationship with the Company is terminating, and Company and Employee wish to voluntarily resolve all issues which arise out of the employment relationship. Based on the mutual promises contained herein and other good and valuable consideration, Company and Employee agree as follows:
INCENTIVE STOCK OPTION AGREEMENT PURSUANT TO THE MEDIFAST, INC.Incentive Stock Option Agreement • February 4th, 2014 • Medifast Inc • Miscellaneous food preparations & kindred products • Delaware
This INCENTIVE STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the ____ day of____________ (the “Grant Date”), is between Medifast, Inc., a Delaware corporation (the “Company”), and ______________ (the “Participant”), an employee of the Company or of a subsidiary of the Company.
SEPARATION AGREEMENTSeparation Agreement • March 8th, 2016 • Medifast Inc • Miscellaneous food preparations & kindred products • Maryland
This Separation Agreement (the “Agreement”) is made this 7th day of March, 2016, by and between Jason Pharmaceuticals, Inc., its affiliates, subsidiaries, predecessors, successors and assigns, and their officers, directors, trustees, employees, agents, attorneys, representatives, insurers, employee benefit plans, fiduciaries, and administrators (past, present and future) (individually and collectively referred to as the “Company” or the “Employer”) and Margaret E. Sheetz (“Employee”), in order to voluntarily resolve all issues which arise out of the employment and separation of Employee from Employer, including Employee’s separation from any positions with the Company’s affiliates identified in Attachment A to this Agreement; and
RESTRICTED SHARE AWARD AGREEMENTRestricted Share Award Agreement • March 15th, 2016 • Medifast Inc • Miscellaneous food preparations & kindred products • Delaware
This RESTRICTED SHARE AWARD AGREEMENT (the “Agreement”), dated as of [____________],[______] (the “Date of Grant”) is delivered by Medifast, Inc. (the “Company”), to [____________] (the “Participant”).
FIRST AMENDMENT TO RIGHTS AGREEMENTRights Agreement • December 13th, 2019 • Medifast Inc • Miscellaneous food preparations & kindred products • Delaware
This FIRST AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”) is entered into as of December 13, 2019, by and between MEDIFAST, INC., a Delaware corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company, as rights agent (the “Rights Agent”). All capitalized terms used herein and not otherwise defined herein shall have the meaning(s) ascribed to them in that certain Rights Agreement dated as of November 21, 2019, by and between the Company and the Rights Agent (the “Rights Agreement”).
MEDIFAST, INC. INDUCEMENT AWARD AGREEMENTInducement Award Agreement • October 5th, 2016 • Medifast Inc • Miscellaneous food preparations & kindred products • Delaware
This INDUCEMENT AWARD AGREEMENT (the “Agreement”), dated as of October 3, 2016 (the “Date of Grant”) is delivered by Medifast, Inc. (the “Company”), to Daniel Chard (the “Grantee”). This Agreement provides for the grant of stock-based awards with respect to shares of common stock, par value $0.01 per share, of the Company, in accordance with the terms and conditions of this Agreement. The Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”) has decided to make a stock-based award in the form of a grant of Restricted Shares and a grant of Deferred Shares, subject to the terms and conditions set forth in this Agreement, as an inducement for the Grantee to promote the best interests of the Company and its stockholders.
SEPARATION AGREEMENTSeparation Agreement • April 3rd, 2020 • Medifast Inc • Miscellaneous food preparations & kindred products
This Separation Agreement (the “Agreement”) is made by and between Jason Pharmaceuticals, Inc., its affiliates, subsidiaries, predecessors, successors and assigns, and their officers, directors, trustees, employees, agents, attorneys, representatives, insurers, employee benefit plans, fiduciaries, and administrators (past, present and future) (individually and collectively referred to as the “Company” or the “Employer”), and Timothy G. Robinson (“Employee”).
SEPARATION AGREEMENTSeparation Agreement • September 1st, 2021 • Medifast Inc • Miscellaneous food preparations & kindred products • Maryland
This Separation Agreement (the “Agreement”) is made by and between Jason Pharmaceuticals, Inc., its affiliates, subsidiaries, predecessors, successors and assigns, and their officers, directors, trustees, employees, agents, attorneys, representatives, insurers, employee benefit plans, fiduciaries, and administrators (past, present and future) (individually and collectively referred to as the “Company” or the “Employer”), and Stephen Johnson “Employee”). Employee’s employment relationship with the Company is terminating effective August 5, 2021. The Company wishes to provide Employee with a severance to assist him in his transition and separation from employment with the Company. Based on the mutual promises contained herein and other good and valuable consideration, Company and Employee agree as follows:
AMENDED AND RESTATED 2012 SHARE INCENTIVE PLANPerformance-Based Deferred Share Award Agreement • March 15th, 2016 • Medifast Inc • Miscellaneous food preparations & kindred products • Delaware
This PERFORMANCE-BASED DEFERRED SHARE AWARD AGREEMENT (the “Agreement”), dated as of [_________],[_______] (the “Date of Grant”) is delivered by Medifast, Inc. (the “Company”), to [______________] (the “Participant”).
AGREEMENT BETWEEN HEALTHRITE INC. A DELAWARE CORPORATION, AND BRADLEY T. MACDONALD ------------------------------------- For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, the...Employment Agreement • September 4th, 1997 • Healthrite Inc • Retail-food stores
SEPARATION AGREEMENTSeparation Agreement • November 22nd, 2017 • Medifast Inc • Miscellaneous food preparations & kindred products • Maryland
This Separation Agreement (the “Agreement”) is made as of this 20th day of November, 2017 by and between Jason Pharmaceuticals, Inc., its affiliates, subsidiaries, predecessors, successors and assigns, and their officers, directors, trustees, employees, agents, attorneys, representatives, insurers, employee benefit plans, fiduciaries, and administrators (past, present and future) (individually and collectively referred to as the “Company” or the “Employer”) and Mona Ameli (“Employee”);
MEDIFAST, INC.Non-Qualified Stock Option • March 15th, 2016 • Medifast Inc • Miscellaneous food preparations & kindred products • Delaware
This NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (the “Agreement”), dated as of [_____________],[______] (the Date of Grant”), is delivered by Medifast, Inc. (the “Company”) to [________________] (the “Participant”).
