TERMINATION AGREEMENTTermination Agreement • December 14th, 2004 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries • California
This TERMINATION AGREEMENT, dated as of December 1, 2004 (this "Agreement"), between GGC ADMINISTRATION, L.L.C., a Delaware limited liability company (the "Sponsor"), HERBALIFE LTD., a Cayman Islands exempted limited liability company ("Parent"), and HERBALIFE INTERNATIONAL, INC., a Nevada corporation (the "Company"), is entered into with respect to that certain Monitoring Fee Agreement, dated as of July 31, 2002 (the "Monitoring Fee Agreement") by and between the Company, on behalf of itself and each of its subsidiaries, the Sponsor and, for purposes of Section 13 thereof, the Parent.
TERMINATION AGREEMENTTermination Agreement • December 14th, 2004 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries • California
This TERMINATION AGREEMENT, dated as of December 13, 2004 (this "Agreement"), by and among HERBALIFE LTD., a Cayman Islands exempted limited liability company (the "Company"), WHITNEY V, L.P., a Delaware limited partnership, WHITNEY STRATEGIC PARTNERS V, L.P., a Delaware limited partnership (together, "Whitney"), and CCG INVESTMENTS (BVI), L.P., a British Virgin Islands limited partnership, CCG ASSOCIATES-QP, LLC, a Delaware limited liability company, CCG ASSOCIATES-AI, LLC, a Delaware limited liability company, CCG INVESTMENT FUND-AI, LP, a Delaware limited partnership, CCG AV, LLC-SERIES C, a Delaware limited liability company, CCG AV, LLC-SERIES E, a Delaware limited liability company, and CCG CI, LLC, a Delaware limited liability company (collectively, "Golden Gate Fund"), is entered into with respect to that certain Share Purchase Agreement, dated as of July 31, 2002 (the "Share Purchase Agreement") by and between the Company and the Purchasers. Whitney and Golden Gate Fund are so
14,500,000 Shares HERBALIFE LTD. COMMON SHARES, PAR VALUE $0.002 PURCHASE AGREEMENTPurchase Agreement • December 14th, 2004 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries • New York
The undersigned understands that Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") and Morgan Stanley & Co. Incorporated ("Morgan Stanley" and together with Merrill Lynch, the "Representatives") propose to enter into a Purchase Agreement (the "Purchase Agreement") with Herbalife Ltd. (f/k/a WH Holdings (Cayman Islands) Ltd.), a Cayman Islands exempted limited liability company (the "Company") and the selling stockholders party thereto, providing for the public offering (the"Public Offering") by the several Underwriters, including Merrill Lynch and Morgan Stanley (the "Underwriters"), of the Common Shares (par value $0.002 per share) of the Company (the "Common Shares").
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 14th, 2004 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries • California
THIS INDEMNIFICATION AGREEMENT, dated as of December 13, 2004 (this "Agreement"), is made and entered into by and among HERBALIFE LTD., a Cayman Islands exempted limited liability company (the "Company"), HERBALIFE INTERNATIONAL, INC., a Nevada corporation (together with the Company, the "Indemnitors"), WHITNEY V, L.P., a Delaware limited partnership, WHITNEY STRATEGIC PARTNERS V, L.P., a Delaware limited partnership (together, "Whitney"), and CCG INVESTMENTS (BVI), L.P., a British Virgin Islands limited partnership, CCG ASSOCIATES-QP, LLC, a Delaware limited liability company, CCG ASSOCIATES-AI, LLC, a Delaware limited liability company, CCG INVESTMENT FUND-AI, L.P., a Delaware limited partnership, CCG AV, LLC-SERIES C, a Delaware limited liability company, CCG AV, LLC-SERIES E, a Delaware limited liability company, CCG CI, LLC, a Delaware limited liability company, and GGC Administration, LLC, a Delaware limited liability company (collectively, "Golden Gate Fund"). Whitney and Golden
DISPOSITION AGREEMENTDisposition Agreement • December 14th, 2004 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries • California
This DISPOSITION AGREEMENT, dated as of December 13, 2004 (this "Agreement") is by and among WHITNEY V, L.P., a Delaware limited partnership ("Whitney V"), WHITNEY STRATEGIC PARTNERS V, L.P., a Delaware limited partnership ("Whitney Partners"), WHITNEY PRIVATE DEBT FUND, L.P., a Delaware limited partnership ("Whitney Debt Fund") and GREEN RIVER OFFSHORE FUND, LTD., a Cayman Islands company ("Green River" and, collectively with Whitney V, Whitney Partners and Whitney Debt Fund, "Whitney") on the one hand, and CCG INVESTMENTS (BVI), L.P., a British Virgin Islands limited partnership ("CCG BVI"), CCG ASSOCIATES—QP, LLC, a Delaware limited liability company ("CCG-QP"), CCG ASSOCIATES—AI, LLC, a Delaware limited liability company ("CCG-AI"), CCG INVESTMENT FUND—AI, LP, a Delaware limited partnership ("CCG Investment—AI"), CCG AV, LLC—SERIES C, a Delaware limited liability company ("CCG Series C"), CCG AV, LLC—SERIES E, a Delaware limited liability company ("CCG Series E") and CCG CI, LLC a
