0001193125-17-262794 Sample Contracts

FORM OF CONTINGENT VALUE RIGHTS AGREEMENT
Contingent Value Rights Agreement • August 21st, 2017 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries • New York

This CONTINGENT VALUE RIGHTS AGREEMENT, dated as of , 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”).

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Herbalife Limited 800 West Olympic Boulevard, Suite 406 Los Angeles, CA 90015
Tender Offer and Standstill Agreement • August 21st, 2017 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries
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