5,027,500 SHARES NUTRISYSTEM, INC. COMMON STOCK UNDERWRITING AGREEMENT Dated June [·], 2005Underwriting Agreement • June 1st, 2005 • Nutri System Inc /De/ • Retail-catalog & mail-order houses • New York
Introduction. NUTRISYSTEM, INC., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), and certain stockholders of the Company named in Schedule B hereto (the “Selling Stockholders,” certain of which are designated on Schedule B as “Selling Officers”) severally propose to sell to the several Underwriters, an aggregate of 5,027,500 shares (the “Firm Shares”) of the Common Stock, par value $0.001 per share, of the Company, of which 1,700,000 shares are to be issued and sold by the Company and 3,327,500 shares are to be sold by the Selling Stockholders, with each Selling Stockholder selling the number of shares set forth opposite such Selling Stockholder’s name in Schedule B hereto. The Company also proposes to issue and sell to the several Underwriters not more than an additional 754,125 shares of its Common Stock, par value $0.001 per share, if and to the extent that you shall have determined to ex
