AMENDMENT TO SHARE PURCHASE AGREEMENT
AMENDMENT TO SHARE PURCHASE AGREEMENT, dated as of December 15, 2019 (this Amendment), by and between Oprah Winfrey, an individual having a mailing address at c/o Harpo, Inc. 1041 North Formosa Avenue, West Hollywood, CA 90046 (OW), and WW International, Inc. (formerly known as Weight Watchers International, Inc.), a Virginia corporation (the Company).
WHEREAS, OW and the Company entered into that certain Share Purchase Agreement, dated as of October 18, 2015 (the Share Purchase Agreement), by and between OW and the Company; and
WHEREAS, in accordance with Section 8.3 of the Share Purchase Agreement, the parties hereto wish to amend certain provisions of the Share Purchase Agreement as described herein; and
WHEREAS, substantially concurrent with the execution and delivery of this Amendment, the Company and OW shall execute and deliver the WW International, Inc. Term Sheet for Consultant Stock Option Award, including the Terms and Conditions relating thereto, dated the date hereof (the Option Agreement), pursuant to which the Company grants OW an option to purchase an aggregate of 3,276,484 shares of the Companys Common Stock at a purchase price of $38.84 per share (the Granted Options), and the Company and OW shall execute and deliver the First Amendment of Strategic Collaboration Agreement, dated as of the date hereof.
NOW THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements contained in the Share Purchase Agreement and this Amendment, and intending to be legally bound hereby and thereby, the parties hereto agree as follows:
1. Definitions. Capitalized terms used herein and not defined herein shall have the meanings ascribed to such terms as set forth in the Share Purchase Agreement and all references to Sections shall mean the Sections of the Share Purchase Agreement unless reference is made to another document.
2. Amendments to Share Purchase Agreement.
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Section 4.5 of the Share Purchase Agreement, is hereby deleted in its entirety and replaced with the following:
Section 4.5. Intentionally Left Blank.
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Following Section 4.6 of the Share Purchase Agreement, a new Section shall be added as follows:
Section 4.7 Expiration. The provisions of this Article IV shall expire and terminate on January 1, 2023.