Warrants Remaining Unexercised as of the Exercise Period Expiration Date. If any Warrant(s) are otherwise outstanding as of the Close of Business on the Exercise Period Expiration Date, then such Warrant(s) will cease to be outstanding as of immediately after the Close of Business on the Exercise Period Expiration Date.

Exercise Prior to Expiration. To the extent this Warrant is not previously exercised as to all of the Shares subject hereto, and if the fair market value of one share of the Applicable Stock is greater than the Exercise Price then in effect, this Warrant shall be deemed automatically exercised pursuant to [Section 3(b)] above (even if not surrendered) immediately before its expiration. For purposes of such automatic exercise, the fair market value of one share of the Applicable Stock upon such expiration shall be determined pursuant to [Section 3(b)]. To the extent this Warrant or any portion thereof is deemed automatically exercised pursuant to this [Section 10(b)], the Company agrees co promptly notify the Holder of the number of Shares, if any, the Holder is to receive by reason of such automatic exercise.

Expiration, Renewal, and Termination. The term of this Agreement is one year (subject to prior cancellation or disqualification as provided in the Policies and Procedures). If you fail to annually renew your NewYou business, or if it is canceled or terminated for any reason, you understand that you will permanently lose all rights as a Brand Partner. You shall not be eligible to sell NewYou products nor shall you be eligible to receive royalties, bonuses, or other income resulting from the activities of your former downline sales organization. In the event of cancellation, termination or nonrenewal, you waive all rights you have, including but not limited to property rights, to your former downline organization and to any bonuses, commissions or other remuneration derived through the sales and other activities of your former downline organization. NewYou reserves the right to terminate all Brand Partner Agreements upon thirty (30) days’ notice if the Company elects to: # cease business operations; # dissolve as a business entity; or # terminate distribution of its products via direct selling channels. You may cancel this Agreement at any time, and for any reason, upon written notice to NewYou at its principal business address. NewYou may cancel this Agreement for any reason upon advance written notice to you. NewYou may also take actions short of termination of the Agreement if you breach any of the provisions found in this Agreement or the Policies and Procedures.

Expiration of Study Period. Buyer # acknowledges and agrees that, notwithstanding anything to the contrary contained in the Agreement, the Study Period has expired and the Approval Date has occurred and ended as of the date and time of this Amendment, and # waives its rights to terminate the Agreement pursuant to [Section 5.4] thereof. Buyer waives any claim that [Section 5.1] of the Agreement has been breached by Seller.

Vesting, Exercisability and Expiration. The Interests that are the subject of this Option Agreement shall vest upon the Effective Date and are exercisable respectively for a period of eighteen months, until ​. All interests purchased pursuant to the Agreement will bear a Rule 144 restrictive legend and shall be Restricted Common Stock within the meaning of Rule 144 of the Securities Act, as that term is defined in Title 17 Part ​ of the Federal Code of Regulations. As such, the interests may not be resold in the public markets or transferred unless Company registers them under Section 5 of the Securities Act, or has received an opinion of counsel reasonably satisfactory to Company that such resale or transfer is exempt from the registration requirements of the Securities Act.

At Expiration of Term. Warnke's tenure as non-executive Chairman of the Board under this Agreement will terminate at the conclusion of the Agreed Service Period.

Acceptance/Expiration of Commitments. This Commitment Letter and all commitments and undertakings of the Commitment Parties hereunder will expire at ​ (Pacific time) on ​ unless you execute this Commitment Letter and each Fee Letter and return them to the Commitment Parties party thereto prior to that time (which may be by facsimile transmission or .pdf), whereupon this Commitment Letter and the Fee Letters (each of which may be signed in one or more counterparts) shall become binding agreements. Thereafter, all commitments and undertakings of the Commitment Parties hereunder will expire on the earliest of # ​, unless the Closing Date occurs on or prior thereto, # the closing of the Acquisitions without the use of the Senior Credit Facilities, # the date you or any of your affiliates announce, or inform in writing any Commitment Party, that the Acquisitions are not proceeding and # the date the Purchase Agreements terminate by their terms without the consummation of the Acquisitions (such earliest date, the “Outside Date”).

“Delayed Draw Term Loan Commitment Expiration Date” shall mean collectively the Delayed Draw Term Loan A Commitment Expiration Date and the Delayed Draw Term Loan B Commitment Expiration Date.

Expiration Date. The words “Expiration Date” mean the date of termination of Lender’s commitment to lend under this Agreement.

Effective Date. The Plan shall be effective as of ​ (the “Effective Date”), shall be unlimited in duration and, in the event of Plan termination, shall remain in effect as long as any Awards under it are outstanding.