This PURCHASE AGREEMENT (this Agreement) is made and entered into as of January 3, 2021 by and among Herbalife Nutrition Ltd., a Cayman Islands exempted company incorporated with limited liability (the Company), on the one hand, and Mr. Carl C. Icahn, an individual, and certain affiliated entities of Mr. Icahn that are signatories hereto and listed on Schedule A hereto (each such signatory hereto is referred to herein as a Seller and collectively, the Sellers or the Icahn Group), on the other hand.
WHEREAS, the Icahn Group directly owns issued and outstanding common shares, par value $0.0005 per share, in the share capital of the Company (Company Shares);
WHEREAS, the Company and the Icahn Group are party to that Second Amended and Restated Support Agreement, dated July 15, 2016 (the 2016 Agreement); and
WHEREAS, the Icahn Group desires to sell, and the Company desires to purchase, free and clear of any and all Liens (as defined herein), an aggregate of 12,486,993 Company Shares for an aggregate purchase price of $600,000,013.65 as set forth herein.
NOW, THEREFORE, in consideration of the foregoing premises and the covenants, agreements and representations and warranties contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
PURCHASE AND SALE; CLOSING
Section 1.1. Purchase and Sale. Upon the terms and subject to the conditions of this Agreement, the Icahn Group agrees to sell, convey, assign, transfer and deliver to the Company (subject to receipt of the payment provided herein), and the Company agrees to purchase from the Icahn Group, an aggregate of 12,486,993 Company Shares (the Purchased Shares), free and clear of any and all mortgages, pledges, encumbrances, liens, security interests, options, charges, claims, deeds of trust, deeds to secure debt, title retention agreements, rights of first refusal or offer, limitations on voting rights, proxies, voting agreements, limitations on transfer or other agreements or claims of any kind or nature whatsoever (collectively, Liens), in such amounts set forth on Schedule A hereto in respect of each member of the Icahn Group.
Section 1.2. Purchase Price. Upon the terms and subject to the conditions of this Agreement, in consideration of the aforesaid sale, conveyance, assignment, transfer and delivery to the Company of the Purchased Shares, the Company shall pay to the Icahn Group a price per Purchased Share of $48.05, for an aggregate price of $600,000,013.65, in cash, in such amounts set forth on Schedule A hereto in respect of each member of the Icahn Group.
Section 1.3. Expenses. All fees and expenses incurred by each party hereto in connection with the matters contemplated by this Agreement shall be borne by the party incurring such fee or expense, including without limitation the fees and expenses of any