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INDEX TO EXHIBITS
No. Description
*2.1 Agreement and Plan of Merger dated August 19, 1999 between nutrisystem.com inc. and Ansama
Corp.
*2.2 Asset Purchase Agreement dated August 16, 1999 between Ansama Corp. and Nutri/System L.P.
*2.3 Stock Exchange and Purchase Agreement dated August 16, 1999 among Ansama Corp., HPF
Holdings, Inc., Brian D. Haveson and NutriSystem Direct, L.L.C. management (comprised of
Joseph Boileau, Kathleen Simone, Deborah Gallen and Frederick C. Tecce).
*2.4 Assignments of NutriSystem Direct, L.L.C. Membership Interests dated September 30, 1999 to
nutrisystem.com inc. by each of HPF Holdings, Inc., Brian D. Haveson, Joseph Boileau, Kathleen
Simone, Deborah Gallen and Frederick C. Tecce.
*2.5 Operating Agreement of NutriSystem Direct, L.L.C. dated September 30, 1999.
*2.6 Intellectual Property Assignment from Nutri/System L.P. to nutrisystem.com inc. dated September
30, 1999.
*2.7 Assignment of Franchise Agreements from Nutri/System L.P. to nutrisystem.com inc. dated
September 30, 1999.
*3.1 Certificate of Incorporation.
3.2 By-laws incorporated by reference to the designated exhibit of the Company’s Report on
Form 10-K filed on February 29, 2008.
*10.1 Joint Defense and Indemnification Agreement dated September 27, 1999 between Wyeth Ayerst
Laboratories Division of American Home Products Corporation and Nutri/System L.P.
*10.2 Lease, dated December 11, 1997, between Teachers Insurance and Annuity Association and
nutrisystem.com inc. as amended by First Amendment to Lease dated October 28, 1999.
*10.3 Second Amendment, dated September 23, 2003 to the Lease, dated December 11, 1997, between
Teachers Insurance and Annuity Association and nutrisystem.com inc. as amended by First
Amendment to Lease dated October 28, 1999, incorporated by reference to the designated exhibit of
the Company’s Report on Form 10-K filed on March 29, 2004.
*10.4 Third amendment, dated January 4, 2005 to the Lease, dated December 11, 1997 between HWI
Partners, L.P. and NutriSystem, Inc. incorporated by reference to the designated exhibit of the
Company’s Report on Form 10-Q filed on May 12, 2005.
+*10.5 1999 Equity Incentive Plan of nutrisystem.com inc.
+10.6 NutriSystem, Inc. 2008 Long Term Incentive Plan incorporated by reference to the designated
exhibit of the Company’s Report on Form S-8 filed on May 13, 2008.
+**10.7 2000 Equity Incentive Plan of the Company.
+**10.8 2000 Equity Incentive Plan for Outside Directors and Consultants of the Company.
10.9 Agreement dated April 26, 2005 between NutriSystem, Inc. and QVC, Inc. incorporated by
reference to the designated exhibit of the Company’s Report on Form 10-K filed on March 14,
2006.
+10.10 Employment Agreement, Stock Award Agreement and Nondisclosure and Noncompete Agreement
dated November 30, 2007 between NutriSystem, Inc. and Thomas Connerty, the Company’s
Executive Vice President and Chief Marketing Officer incorporated by reference to the designated
exhibits of the Company’s Report on Form 8-K filed on December 14, 2007.
61