Special Mergers & Acquisitions Committee Charter

Background

The Special Mergers and Acquisitions Committee (the “M&A Committee”) was formed by the Board of Directors (the “Board”) of Medifast Inc. (the “Company”) in its meeting of February 5, 2014, following receipt by the Company of certain expressions of interests involving potential merger, acquisition or investment transaction (each a “Transaction” and collectively, with any other similar corporate transactions coming before the Company, the “Transactions”).

Objective

The M&A Committee’s objective shall be to review and oversee any and all Transactions and make recommendations to the Board. The M&A Committee is not authorized to approve any Transaction.

Responsibilities

In carrying out its objective, the M&A Committee shall:

1. Review merger, acquisition and investment strategies with the Company’s management;

2. Study, examine, and investigate the candidates, the proposed Transaction, and the Company’s preparedness for any Transaction;

3. Authorize and approve merger, acquisitions and/or investment investigations relating to any Transaction;

4. Recommend to the Board appropriate consulting and legal support to review relevant agreements;

5. Monitor due diligence, investigations and other activities relating to the Transaction;

6. Access the Company’s executive team and other managers as necessary to carry out its responsibilities;

7. Have such other rights and powers as may be lawfully delegated to it by the Board, not in conflict with specific powers conferred by the Board upon any other Board Committee;

8. Perform any other activities, consistent with this Charter and/or the Company’s bylaws, as the M&A Committee or the Board deems necessary or appropriate;

9. Report all of its actions and findings to the Board and keep the Board apprised of its proposed merger, acquisitions and investment investigations and activities; and

10. Make recommendations to the Board as to any Transaction.

Composition

The M&A Committee shall be comprised of three members, namely Kevin Byrnes (Chair), Charles P. Connolly, and Jeffrey J. Brown.

Declarations

1. The M&A Committee members shall disclose and declare any conflict of interest to each meeting of the Committee.

2. The M&A Committee members shall preserve the confidentiality of any material or information received by them or the Committee.

Meetings and Minutes

The M&A Committee shall hold such regular or special meetings as its members deem necessary or appropriate. Minutes of each meeting of the M&A Committee shall be prepared and distributed to the Board and the Secretary of the Company promptly after each meeting.
The Committee shall appoint one of itself or Company counsel to serve as its secretary. The M&A Committee shall report to the Board from time to time and whenever requested to do so by the Board.

Term

The M&A Committee’s term shall extend to the time it takes to evaluate and make recommendations with respect to any Transaction that may come before the Company, or such other term as the Board may hereinafter decide.

 


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