HLF FINANCING SaRL, LLC HERBALIFE INTERNATIONAL, INC. AND EACH OF THE GUARANTORS PARTY HERETO 4.875% SENIOR NOTES DUE 2029 INDENTURE Dated as of May 20, 2021 CITIBANK, N.A. TrusteeIndenture • May 20th, 2021 • Herbalife Nutrition Ltd. • Wholesale-drugs, proprietaries & druggists' sundries • New York
INDENTURE dated as of May 20, 2021 among HLF Financing SaRL, LLC, a Delaware limited liability company and Herbalife International, Inc., a Nevada corporation, each a subsidiary of Herbalife Nutrition Ltd., a Cayman Islands exempted company incorporated with limited liability, the Guarantors and Citibank, N.A., a national banking association, as trustee.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 1st, 2004 • Wh Holdings Cayman Islands LTD • Wholesale-drugs, proprietaries & druggists' sundries • New York
This Registration Rights Agreement (this "Agreement") is dated as of March 8, 2004, by and among WH HOLDINGS (CAYMAN ISLANDS) LTD., a Cayman Islands exempted limited liability company (the "Company"), WH CAPITAL CORPORATION, a Nevada corporation ("Capital," and together with the Company, the "Issuers") on the one hand, and UBS SECURITIES LLC (the "Initial Purchaser"), on the other hand.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 1st, 2017 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of July 26, 2012, among HERBALIFE INTERNATIONAL, INC., a Nevada corporation (the “Company”), HERBALIFE LTD., a Cayman Islands exempted company incorporated with limited liability (“Holdings”), HERBALIFE INTERNATIONAL LUXEMBOURG S.À.R.L., a Luxembourg private limited liability company, having its registered office at 16, avenue de la Gare, L-1610 Luxembourg, having a share capital of EUR 25,000, registered with the Luxembourg trade and companies register under number B 88.006 (“HIL”), certain Subsidiaries of the Company party hereto pursuant to Section 2.14 (each a “Designated Borrower” and, together with the Company, Holdings and HIL, the “Borrowers” and, each a “Borrower”), each Lender from time to time party hereto and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
HERBALIFE LTD. STOCK APPRECIATION RIGHT AWARD AGREEMENTStock Appreciation Right Award Agreement • August 1st, 2017 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries
STOCK APPRECIATION RIGHT AGREEMENT (this “Agreement”) dated as of , 2007 (the “Grant Date”) between HERBALIFE LTD. (the “Company”), and Michael O. Johnson (“Participant”).
HERBALIFE LTD. STOCK UNIT AWARD AGREEMENTStock Unit Award Agreement • August 1st, 2017 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries
This Stock Unit Award Agreement (this “Agreement”) is dated as of this day of , 2007 (the “Grant Date”), and is between Herbalife Ltd. (the “Company”) and (“Participant”).
CREDIT AGREEMENT Dated as of July 21, 2006 among HERBALIFE INTERNATIONAL, INC., as Borrower, HERBALIFE LTD., WH INTERMEDIATE HOLDINGS LTD., HBL LTD., WH LUXEMBOURG HOLDINGS S.à.R.L., HLF LUXEMBOURG HOLDINGS S.à R.L., WH CAPITAL CORPORATION, WH...Credit Agreement • November 13th, 2006 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries • New York
This CREDIT AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of July 21, 2006, is among HERBALIFE INTERNATIONAL, INC., a Nevada corporation (“Borrower”); HERBALIFE LTD., a Cayman Islands exempted company with limited liability (“Holdings”); WH INTERMEDIATE HOLDINGS LTD., a Cayman Islands exempted company with limited liability and a direct wholly-owned subsidiary of Holdings (“Parent”); HBL LTD., a Cayman Islands exempted company with limited liability and a direct wholly-owned subsidiary of Parent (“Cayman III”); WH LUXEMBOURG HOLDINGS S.à.R.L., a Luxembourg corporation and a direct wholly-owned subsidiary of Parent (“Luxembourg Holdings”); HERBALIFE INTERNATIONAL LUXEMBOURG S.à.R.L., a Luxembourg corporation and a direct wholly-owned subsidiary of Luxembourg Holdings (“HIL”); HLF LUXEMBOURG HOLDINGS, S.à.R.L., a Luxembourg corporation and a direct wholly-owned subsidiary of Luxembourg Holdings (“New Lux”); WH CAPITAL C
HERBALIFE LTD. STOCK APPRECIATION RIGHT AWARD AGREEMENTStock Appreciation Right Award Agreement • August 1st, 2017 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries
STOCK APPRECIATION RIGHT AGREEMENT (this “Agreement”) dated as of , 2007 (the “Grant Date”) between HERBALIFE LTD. (the “Company”), and (“Participant”).
HERBALIFE LTD. 2004 STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT FOR EMPLOYEES IN ITALYStock Option Agreement • June 14th, 2005 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries • New York
STOCK OPTION AGREEMENT (this “Agreement”) dated as of , 2005 (the “Grant Date”) between HERBALIFE LTD. (the “Company”), and [OPTIONEE] (the “Optionee”).
EIGHTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 18th, 2024 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries • New York
CREDIT AGREEMENT, dated as of August 16April 12, 20182024, among HLF Financing SaRL, LLC, a Delaware limited liability company (the “Term Loan Borrower”), Herbalife Ltd. (f/k/a Herbalife Nutrition Ltd.), a Cayman Islands exempted company incorporated with limited liability with company number 116838 and with its registered office at Maples Corporate Services Limited, P.O. Box 309, Ugland House, George Town, Grand Cayman, KY1-1104, Cayman Islands (“Parent”), Herbalife International Luxembourg S.à R.L., a Luxembourg private limited liability company (société à responsabilité limitée), existing and organized under the laws of Luxembourg, having its registered office at 16, Avenue de la Gare, L-1610 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies (R.C.S. Luxembourg) under number B 88006 (“HIL”), HBL IHB Operations S.à r.l., a Luxembourg private limited liability company (société à responsabilité limitée), existing and organized un
SEVERANCE AGREEMENTSeverance Agreement • May 5th, 2016 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries • California
This Severance Agreement (“Agreement”), dated as of February 23, 2011 is made and entered into by JOHN DESIMONE (“Executive”) and HERBALIFE INTERNATIONAL OF AMERICA, INC., a California corporation (“Company”). The parties to this Agreement agree as follows:
CREDIT AGREEMENT Dated as of March 9, 2011 among HERBALIFE INTERNATIONAL, INC., HERBALIFE LTD. and HERBALIFE INTERNATIONAL LUXEMBOURG S.A.R.L., as Borrowers, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The...Credit Agreement • May 2nd, 2011 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of March 9, 2011, among HERBALIFE INTERNATIONAL, INC., a Nevada corporation (the “Company”), HERBALIFE LTD., a Cayman Islands exempted company incorporated with limited liability (“Holdings”), HERBALIFE INTERNATIONAL LUXEMBOURG S.À.R.L., a Luxembourg private limited liability company, having its registered office at 18, boulevard Royal, L-2449 Luxembourg, having a share capital of EUR 25,000, registered with the Luxembourg trade and companies register under number B 88.006 (“HIL”), certain Subsidiaries of the Company party hereto pursuant to Section 2.14 (each a “Designated Borrower” and, together with the Company, Holdings and HIL, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
WH CAPITAL CORPORATION (a Nevada corporation) INDEMNITY AGREEMENTIndemnification Agreement • October 1st, 2004 • Wh Holdings Cayman Islands LTD • Wholesale-drugs, proprietaries & druggists' sundries • Nevada
THIS INDEMNITY AGREEMENT is made and entered into as of February 9, 2004, by and between WH Capital Corporation, a Nevada corporation (the "Company"), and Brett R. Chapman ("Indemnitee"), as an "Agent" (as hereinafter defined) of the Company.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 5th, 2015 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries • California
This Amended and Restated Employment Agreement (“Agreement”), dated as of January 1, 2010 is made and entered into by RICHARD P. GOUDIS (“Executive”) and HERBALIFE INTERNATIONAL OF AMERICA, INC., a California corporation (“Company”). The parties to this Agreement agree as follows:
HERBALIFE LTD. STOCK UNIT AWARD AGREEMENTStock Unit Award Agreement • June 1st, 2007 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries
This Stock Unit Award Agreement (this “Agreement”) is dated as of this ___ day of , 2007 (the “Grant Date”), and is between Herbalife Ltd. (the “Company”) and (“Participant”).
HERBALIFE LTD. 2023 STOCK INCENTIVE PLAN BOARD OF DIRECTORS STOCK UNIT AWARD AGREEMENTStock Unit Award Agreement • May 2nd, 2023 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries
This Board of Directors Stock Unit Award Agreement (this “Agreement”) is dated as of __________ (the “Grant Date”), and is between Herbalife Ltd. (the “Company”) and __________ (“Participant”).
FORM OF 2008 SARs HERBALIFE LTD. STOCK APPRECIATION RIGHT AWARD AGREEMENTStock Appreciation Rights Agreement • April 29th, 2013 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries
STOCK APPRECIATION RIGHT AGREEMENT (this “Agreement”) dated as of March 27, 2008 (the “Grant Date”) between HERBALIFE LTD., an entity organized under the laws of the Cayman Islands (the “Company”), and Michael O. Johnson (“Participant”).
HERBALIFE LTD. STOCK INCENTIVE PLAN AMENDMENT TO THE NON-STATUTORY STOCK OPTION AGREEMENTNon-Statutory Stock Option Agreement • October 12th, 2006 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries
This Amendment to the Non-Statutory Stock Option Agreement (the “Amendment”) is made as of October 10, 2006, by and between Herbalife Ltd. (the “Company”), and Brett R. Chapman (the “Executive”), and will be effective.
NON-STATUTORY STOCK OPTION AGREEMENT (Non-Executive Agreement)Non-Statutory Stock Option Agreement • October 1st, 2004 • Wh Holdings Cayman Islands LTD • Wholesale-drugs, proprietaries & druggists' sundries
AGREEMENT (this “Agreement”) entered into as of the day of , 200 by and between WH Holdings (Cayman Islands) Ltd., a Cayman Islands company (the “Company”), and the {NAME} (the “Employee”) of the Company or its Subsidiaries.
HERBALIFE LTD. 2023 STOCK INCENTIVE PLAN STOCK UNIT AWARD AGREEMENT (Time- Vesting)Stock Unit Award Agreement • May 2nd, 2023 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries
This Stock Unit Award Agreement (this “Agreement”) is dated as of ________ (the “Grant Date”), and is between Herbalife Ltd. (the “Company”) and _______ (“Participant”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 30th, 2019 • Herbalife Nutrition Ltd. • Wholesale-drugs, proprietaries & druggists' sundries • California
This Employment Agreement (“Agreement”), dated as of October 23, 2019, is made and entered into by DR. JOHN AGWUNOBI (“Executive”), HERBALIFE INTERNATIONAL OF AMERICA, INC., a California corporation (“Company”) and HERBALIFE NUTRITION LTD., an entity organized under the laws of the Cayman Islands (“Parent”). The parties to this Agreement agree as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • October 1st, 2004 • Wh Holdings Cayman Islands LTD • Wholesale-drugs, proprietaries & druggists' sundries • California
This Employment Agreement (the "AGREEMENT"), dated effective as of June 1, 2004 is made and entered into by Richard Goudis ("EXECUTIVE") and HERBALIFE INTERNATIONAL OF AMERICA, INC., a California corporation ("COMPANY"). The parties to this Agreement agree as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • May 3rd, 2018 • Herbalife Nutrition Ltd. • Wholesale-drugs, proprietaries & druggists' sundries • California
This Employment Agreement (the “Agreement”), dated as of March 27, 2008 (the “Effective Date”), is made and entered into by and among Michael O. Johnson (“Executive”), HERBALIFE INTERNATIONAL OF AMERICA, INC., a Nevada corporation (the “Company”) and, solely for purposes of Section 2(a) hereof, HERBALIFE LTD., an entity organized under the laws of the Cayman Islands (“Parent”).
HLF FINANCING SaRL, LLC HERBALIFE INTERNATIONAL, INC. AND EACH OF THE GUARANTORS PARTY HERETO 12.250% SENIOR SECURED NOTES DUE 2029 INDENTURE Dated as of April 12, 2024 CITIBANK, N.A. as Trustee and Notes Collateral AgentIndenture • April 18th, 2024 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries • New York
INDENTURE dated as of April 12, 2024 among HLF Financing SaRL, LLC, a Delaware limited liability company (the “Issuer”) and Herbalife International, Inc., a Nevada corporation (the “Co-Issuer” and, together with the Issuer, the “Issuers”), each a subsidiary of Herbalife Ltd., a Cayman Islands exempted company incorporated with limited liability, the Guarantors and Citibank, N.A., a national banking association, as trustee and as notes collateral agent.
EMPLOYMENT AGREEMENTEmployment Agreement • May 1st, 2024 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries • California
This Employment Agreement (“Agreement”), effective as of March 17, 2024, is made and entered into by JOHN DESIMONE (“Executive”), HERBALIFE INTERNATIONAL OF AMERICA, INC., a California corporation (“Company”) and HERBALIFE LTD., an entity organized under the laws of the Cayman Islands (“Parent”). The parties to this Agreement agree as follows:
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 28th, 2006 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries • California
This Amended and Restated Employment Agreement (the “AGREEMENT”), dated effective as of April 17, 2006, is made and entered into by Paul Noack (“EXECUTIVE”) and HERBALIFE INTERNATIONAL OF AMERICA, INC., a Nevada corporation (“COMPANY”). The parties to this Agreement agree as follows:
HERBALIFE LTD. 2023 STOCK INCENTIVE PLAN STOCK APPRECIATION RIGHT AWARD AGREEMENTStock Appreciation Right Award Agreement • May 1st, 2024 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
This Stock Appreciation Right Agreement (this “Agreement”) is dated as of March 25, 2024 (the “Grant Date”) and is between Herbalife Ltd. (referred to herein as the “Company”) and John DeSimone (“Participant”).
HERBALIFE NUTRITION LTD. (Company) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Trustee) 4.25% Convertible Senior Notes due 2028 INDENTURE Dated as of December 9, 2022Indenture • December 9th, 2022 • Herbalife Nutrition Ltd. • Wholesale-drugs, proprietaries & druggists' sundries • New York
INDENTURE, dated as of December 9, 2022, between Herbalife Nutrition Ltd., a Cayman Islands exempted company incorporated with limited liability, as issuer (the “Company”), and U.S. Bank Trust Company, National Association, a national banking association, as trustee (the “Trustee”).
WH HOLDINGS (CAYMAN ISLANDS) LTD. WH CAPITAL CORPORATION $275,000,000 9 1/2 % Notes due 2011 PURCHASE AGREEMENTPurchase Agreement • October 1st, 2004 • Wh Holdings Cayman Islands LTD • Wholesale-drugs, proprietaries & druggists' sundries • New York
WH Holdings (Cayman Islands) Ltd., a Cayman Islands exempted limited liability company (the “Company”) and WH Capital Corporation, a Nevada corporation (“Capital,” and together with the Company, the “Issuers”), agree with you as follows:
HERBALIFE LTD. INDEPENDENT DIRECTORS STOCK UNIT AWARD AGREEMENTIndependent Directors Stock Unit Award Agreement • February 28th, 2006 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries
This Independent Directors Stock Unit Award Agreement (this “Agreement”) is dated as of this ___ day of January, 2006 (the “Grant Date”), and is between Herbalife Ltd. (the “Company”) and (“Participant”).
ADDENDUM TO AMENDMENT TO THE AGREEMENTS OF DISTRIBUTORSHIPAddendum to Amendment to the Agreements of Distributorship • August 2nd, 2023 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries • California
THIS ADDENDUM TO THE AMENDMENT TO THE AGREEMENTS OF DISTRIBUTORSHIP (“Addendum”) is effective as of April 27, 2023 (the “Effective Date”) and is added to and made a part of the existing Amendment to the Agreements of Distributorship between HERBALIFE INTERNATIONAL, INC., a Nevada corporation (the “Company”) and its Distributors, dated as of July 18, 2002 (the “Tirelli Agreement”). All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Tirelli Agreement. A full copy of the Tirelli Agreement as addended is attached hereto as Exhibit 1.
HERBALIFE LTD. STOCK INCENTIVE PLAN SECOND AMENDMENT TO THE NON-STATUTORY STOCK OPTION AGREEMENTNon-Statutory Stock Option Agreement • October 12th, 2006 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries
This Second Amendment to the Non-Statutory Stock Option Agreement (the “Second Amendment”) is made as of October 10, 2006, by and between Herbalife Ltd. (the “Company”), and Gregory L. Probert (the “Executive”), and will be effective.
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • October 11th, 2017 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries • New York
This CONTINGENT VALUE RIGHTS AGREEMENT, dated as of October 11, 2017 (this “Agreement”), is entered into by and among Herbalife Ltd., a Cayman Islands exempted company incorporated with limited liability (the “Company”), Computershare Inc. (“Computershare”) and its wholly-owned subsidiary, Computershare Trust Company, N.A., together as agent with respect to the Contingent Value Rights (as defined herein) (the “CVR Agent”).
HERBALIFE LTD. 2005 STOCK INCENTIVE PLAN INDEPENDENT DIRECTORS STOCK APPRECIATION RIGHT AGREEMENTIndependent Directors Stock Appreciation Right Agreement • May 3rd, 2010 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries
This Independent Directors Stock Appreciation Right Agreement (this “Agreement”) dated as of , 20 (the “Grant Date”) between Herbalife Ltd., an entity organized under the laws of the Cayman Islands (the “Company”), and [DIRECTOR] (“Participant”).
CREDIT AGREEMENTCredit Agreement • May 9th, 2005 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries • New York
This CREDIT AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of December 21, 2004, is among HERBALIFE INTERNATIONAL, INC., a Nevada corporation (“Borrower”); HERBALIFE LTD., a Cayman Islands exempted company with limited liability (“Holdings”); WH INTERMEDIATE HOLDINGS LTD., a Cayman Islands exempted company with limited liability and a direct, wholly-owned subsidiary of Holdings (“Parent”); HBL LTD., a Cayman Islands exempted company with limited liability and a direct, wholly-owned subsidiary of Parent ( “Cayman III”); WH LUXEMBOURG HOLDINGS S.à.R.L., a Luxembourg corporation and a direct, wholly-owned subsidiary of Parent (“Luxembourg Holdings”); HLF LUXEMBOURG HOLDINGS, S.à.R.L., a Luxembourg corporation and a direct, wholly-owned subsidiary of Luxembourg Holdings (“New Lux”); WH CAPITAL CORPORATION, a Nevada corporation and a direct, wholly-owned subsidiary of New Lux (“WH Capital”); WH LUXEMBOURG INTERMEDIATE HOLDI
STOCK SUBSCRIPTION AGREEMENT OF WH CAPITAL CORPORATIONStock Subscription Agreement • October 1st, 2004 • Wh Holdings Cayman Islands LTD • Wholesale-drugs, proprietaries & druggists' sundries
This is to inform you that in connection with the Subscriber's purchase of the Stock, the Subscriber is aware that the Stock is not being registered under the Securities Act of 1933 (the "1933 Act"), or applicable state securities laws. The Subscriber understands that the Stock is being offered and sold in reliance on the exemption from registration provided by Section 4(2) of the 1933 Act. The Subscriber represents and warrants that: (i) the Stock is being acquired solely for Subscriber's own account, for investment purposes only, and not for distribution, subdivision or fractionalization thereof; and (ii) the Subscriber has no agreement or other arrangement, formal or informal, with any person to sell, transfer or pledge any part of the Stock or which would guarantee to the Subscriber any profit, or protect the Subscriber against any loss, with respect to this investment and the Subscriber has no plans to enter into any such agreement or arrangement. The Subscriber further understand
