New York, New York 10153 Attention: Keith Cozza Re: Second Amended and Restated Support Agreement Ladies and Gentlemen:Support Agreement • July 15th, 2016 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
This second amended and restated support agreement (this “Agreement”) amends and restates that certain amended and restated support agreement (the “2014 Agreement”) entered into between Herbalife Ltd., a Cayman Islands corporation (the “Company”), Carl C. Icahn and certain affiliated entities of Mr. Icahn, dated March 23, 2014, which amended and restated that certain support agreement (the “Original Agreement”) entered into between the Company, Mr. Icahn and certain affiliated entities of Mr. Icahn dated February 28, 2013. This Agreement sets forth our understanding and agreement with respect to your investment in and representation on the Board of Directors of the Company (the “Board”) and certain restrictions and limitations to be placed on Mr. Icahn, Icahn Partners Master Fund LP, Icahn Offshore LP, Icahn Partners LP, Icahn Onshore LP, Beckton Corp., Hopper Investments LLC, Barberry Corp., High River Limited Partnership, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings L.P.,
