February 28, 2013Letter Agreement • March 1st, 2013 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
This support agreement (this “Agreement”) sets forth our understanding and agreement with respect to your investment in and representation on the Board of Directors of Herbalife Ltd., a Cayman Islands corporation (the “Company” and, such Board of Directors, the “Board”) and certain restrictions and limitations to be placed on Carl C. Icahn, Icahn Partners Master Fund LP, Icahn Partners Master Fund II LP, Icahn Partners Master Fund III 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., and Icahn Enterprises G.P. Inc. (collectively with you, the “Icahn Parties”). In consideration of and reliance upon the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledge, by signing this Agreement, the parties agree and acknowledge as
