Pursuant to [Section 2.5(c)] of the Merger Agreement, each grant of performance-based restricted stock units (“PRSUs”) with respect to shares of the Company’s common stock that was outstanding immediately prior to the Effective Time must be assumed by [[Company:Organization]] and converted into an award of time-vesting Restricted Stock Units (as hereinafter defined) of [[Company:Organization]].

Pursuant to [Section 2.8(d)] of the Credit Agreement, in connection with the reduction in the Borrowing Base pursuant to this Amendment to an amount that is less than the Aggregate Maximum Credit Amount, the Aggregate Maximum Credit Amount shall be automatically and permanently reduced to $1,400,000,000 (subject to any increase of the Aggregate Maximum Credit Amount in accordance with [Section 2.23] of the Credit Agreement).

Pursuant to [Section 2.5(c)] of the Merger Agreement, each grant of performance-based restricted stock units (“PRSUs”) with respect to shares of the Company’s common stock that was outstanding immediately prior to the Effective Time must be assumed by [[Company:Organization]] and converted into an award of time-vesting Restricted Stock Units (as hereinafter defined) of [[Company:Organization]].

Pursuant to [Section 2.23] of the Credit Agreement, each Incremental Lender hereby establishes in favor of the Borrower the Second Amendment Incremental Commitment on the date hereof in a principal amount equal to the amount set forth with respect to such Incremental Lender on Exhibit A hereto under the heading “Second Amendment Incremental Commitment Amount”, pursuant to which each Incremental Lender severally agrees (to the extent of such Incremental Lender’s Second Amendment Incremental Commitment) to make Revolving Loans to the Borrower, and to acquire participations in

Pursuant to [Section 2.5(b)] of the Merger Agreement, each award of restricted shares of the Company’s common stock that was outstanding immediately prior to the Effective Time (the “Nutrisystem Restricted Stock Award”) must be assumed by [[Company:Organization]] and converted into an award of restricted shares of [[Company:Organization]]’s common stock.

Pursuant to [Section 2.17] of the Credit Agreement, the Borrower has the right, subject to the terms and conditions thereof, to request an extension of the Maturity Date.

Pursuant to [Section 2.15] of the Credit Agreement, the Borrower has requested a Revolving Commitment Increase in the amount of $25,000,000, and MUFG Union Bank, N.A. (“Revolving Commitment Increase Lender”) has agreed to provide such requested increase, subject to the terms and conditions set forth herein; and

Pursuant to [Section 2.5(c)] of the Merger Agreement, each grant of performance-based restricted stock units (“PRSUs”) with respect to shares of the Company’s common stock that was outstanding immediately prior to the Effective Time must be assumed by [[Company:Organization]] and converted into an award of time-vesting Restricted Stock Units (as hereinafter defined) of [[Company:Organization]].

Pursuant to [Section 2.20] of the Existing Credit Agreement, with effect from and including the Amendment No. 2 Effective Date, each Person identified on the signature pages hereof as an “Amendment No. 2 USD Tranche Incremental Revolving Lender” or an “Amendment No. 2 Multicurrency Tranche AMERICAS 107903477

Pursuant to [Section 2.20] of the Existing Credit Agreement, with effect from and including the Amendment No. 2 Effective Date, each Person identified on the signature pages hereof as an “Amendment No. 2 Incremental Term Lender” (each, an “Amendment No. 2 Incremental Term Lender” and, collectively, the “Amendment No. 2 Incremental Term Lenders”) shall become a party to this Amendment and the Amended Credit Agreement, with each Amendment No. 2 Incremental Term Lender having all of the rights and obligations of a “Lender” and an “Additional Lender” under the Amended Credit Agreement and the other Loan Documents, and each such Amendment No. 2 Incremental Term Lender shall have a Commitment in the amount set forth opposite its name on [Schedule I] hereto. The aggregate AMERICAS 107903477