THIS AGREEMENT SHALL ONLY CONSTITUTE A BINDING AGREEMENT WHEN
FULLY SIGNED BY ALL PARTIES AND EXCHANGED BETWEEN THEM.
FIRST AMENDMENT OF STRATEGIC COLLABORATION AGREEMENT
This First Amendment of Strategic Collaboration Agreement (this Amendment) is made and effective as of this 15th day of December, 2019 (the Effective Date), and is by and among, on the one hand, WW International, Inc. (formerly known as Weight Watchers International, Inc.), a Virginia corporation, having an address at 675 Avenue of the Americas, 6TH Floor, New York, New York 10010 (WW); and Oprah Winfrey, an individual having a mailing address at c/o Harpo, Inc. 1041 North Formosa Avenue, West Hollywood, CA 90046 (OW). Each of WW and OW is referred to herein as a Party and, collectively, as the Parties.
WHEREAS, WW and OW are parties to that certain Strategic Collaboration Agreement dated October 18, 2015 (the Agreement), among other related agreements, as the case may be, all on the terms and conditions set forth in greater detail therein;
WHEREAS, immediately prior hereto or simultaneously herewith, the Parties have entered into or are entering into that certain Term Sheet for Consulting Stock Option Award (the 2019 Option Agreement) and that certain Amendment to Share Purchase Agreement (collectively, the Related Agreements), as the case may be, all on the terms and conditions set forth in greater detail in the Related Agreements; and
WHEREAS, WW and OW now desire to modify the terms and conditions of the Agreement, as more specifically set forth below.
NOW THEREFORE, in consideration of the mutual promises and covenants set forth herein and the Related Agreements, and for other good and valuable consideration, the exchange and sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. This Amendment shall become effective as of the Effective Date, but Paragraphs 2 through 9 will not become operative unless and until the WW shareholders approve the Option Award (as defined in the 2019 Option Agreement) on or prior to June 30, 2020. Only in the event that the WW shareholders do not approve the Option Award, clause (i) in Section 3.2 of the Agreement is hereby deleted and replaced with the following:
(i) either WW or OW provides the other Party with no less than six (6) months written notice of its intent not to extend this Agreement for the next Renewal Term (except for 2020, in which case notice may be provided at any time prior to July 15, 2020), in which case, this Agreement shall terminate and expire at the end of the Initial Term or the then-current Renewal Term