0001104659-05-038694 Sample Contracts

Amendment to the Corporate Agreement
Corporate Agreement • August 11th, 2005 • Weight Watchers International Inc • Services-personal services • New York

THIS AMENDMENT (this “Amendment”) to the Corporate Agreement (the “Agreement”), dated as of November 5, 2001, by and between Weight Watchers International, Inc., a Virginia corporation (the “Company”), and Artal Luxembourg S.A., a Luxembourg Societe Anonyme (“Artal”), is made as of July 1, 2005 by the Company and Artal.

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FIRST AMENDMENT
First Amendment • August 11th, 2005 • Weight Watchers International Inc • Services-personal services • New York

This FIRST AMENDMENT, dated as of June 24, 2005 (this “Amendment Agreement”), is among WEIGHT WATCHERS INTERNATIONAL, INC., a Virginia corporation (the “Borrower”) and certain of the Lenders (such capitalized term, and other terms used in this Amendment Agreement, to have the meanings set forth in Part I below).

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REDEMPTION AGREEMENT among ARTAL LUXEMBOURG S.A. as the Seller WEIGHTWATCHERS.COM, INC. as the Company and WEIGHT WATCHERS INTERNATIONAL, INC. as the Parent Dated as of June 13, 2005
Redemption Agreement • August 11th, 2005 • Weight Watchers International Inc • Services-personal services • Delaware

THIS REDEMPTION AGREEMENT (this “Agreement”) is entered into as of June 13, 2005 between ARTAL LUXEMBOURG S.A., a Luxembourg corporation (“Seller”). WEIGHTWATCHERS.COM, INC., a Delaware corporation (the “Company”) and WEIGHT WATCHERS INTERNATIONAL, INC., a Virginia corporation (“Parent”).

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AGREEMENT AND PLAN OF MERGER by and among WEIGHT WATCHERS INTERNATIONAL, INC., SCW MERGER SUB, INC. and WEIGHTWATCHERS.COM, INC. Dated as of June 13, 2005
Agreement and Plan of Merger • August 11th, 2005 • Weight Watchers International Inc • Services-personal services • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of June 13, 2005 (this “Agreement”), by and among WEIGHT WATCHERS INTERNATIONAL, INC., a Virginia corporation (“Parent”), SCW MERGER SUB, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and WEIGHTWATCHERS.COM, INC., a Delaware corporation (the “Company”).

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Contract
Principal Stockholders Agreement • August 11th, 2005 • Weight Watchers International Inc • Services-personal services • Delaware

PRINCIPAL STOCKHOLDERS AGREEMENT, dated as of June 13, 2005 (this “Agreement”), among WEIGHT WATCHERS INTERNATIONAL, INC., a Virginia corporation (“Parent”), WEIGHTWATCHERS.COM, INC., a Delaware corporation (the “Company”), and ARTAL LUXEMBOURG S.A., a Luxembourg corporation (“Artal”) (each of Artal and Parent are referred to herein as a “Stockholder” and, together, the “Stockholders”).

Sample 1
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