Share Sale and Transfer Agreement regarding all shares in Haleko Hanseatisches Lebensmittelkontor GmbH & Co. OHG, Food-Tech Handelsgesellschaft mbH, Aktivkost Handelsgesellschaft mbH, HPH Hamburger Pharma Handelsgesellschaft mbH of 17 June 2005 among Weider Nutrition GmbH, Haleko Management GmbH, and Atlantic Grupa d.o.o. Hopen Investments B.V., Svalbard Investments GmbH

1.

Weider Nutrition GmbH, registered in the commercial register at the local court in Hamburg under registration number HRB 68089 with business address as Holsteinischer Kamp 1, 22081 Hamburg, Germany;

2.

Haleko Management GmbH, registered in the commercial register at the local court in Hamburg under registration number HRB 67421 with headquarters at Holsteinischer Kamp 1, 22081 Hamburg, Germany;

3.

Atlantic Grupa d.o.o., Turinina 3, 10010 Zagreb, Croatia

4.

Hopen Investments B.V., registered in the commercial register at the trade register of the Chamber of Commerce and Industries for Rotterdam under no. 24378086

5.

Svalbard Investments GmbH, registered in the commercial register at the local court in Hamburg under registration number HRB 93737 with headquarters at Alsterarkaden 27, 20354 Hamburg, Germany (currently named TACITA Vermögensverwaltungsgesellschaft mbH).

A.

Seller 1 holds, inter alia, a share in the amount of DM 50,000 (fifty thousand German Marks) in Seller 2. Seller 2 holds a partnership interest in the amount of DM 4,000 (four thousand German Marks) ("Participation 2") in Haleko Hanseatisches Lebensmittelkontor GmbH & Co. OHG (“Haleko”), a partnership organised under German law, registered in the commercial register at the local court of Hamburg under registration no. HRA 92767. The sole other partner in Haleko is Seller 1 with a partnership interest of DM 1,496,000 (one million four hundred ninety-six thousand German Marks) ("Participation 1"). Participation 1 and Participation 2 are collectively referred to herein as the "Participation". The business year of Haleko runs from 1 May to 30 April the following year. Haleko itself holds all of the shares in Multipower Nutrition S.a.r.l, Haleko Italia S.r.l. and Power Gym Ltd. Power Gym Ltd. holds 50 % of the shares in Sports Direct Ltd..

Appendix A to this Agreement shows the shareholder accounts as of 30 April 2005 which are kept at Haleko for the shareholders comprising accounts for the fixed capital (Festkapitalkonten), current accounts resulting from the former transformation of Haleko GmbH into Haleko OHG (Gesellschafterverrechnungskonten aus Umwandlung), retained earnings of the shareholders (Gewinnguthaben) and current accounts for the shareholders (Gesellschafterverrechnungskonten) which result from transactions between Haleko and its shareholders.

C.

Seller 1 also holds in each of the following entities the entire stated capital with a share in

-

Aktivkost Handelsgesellschaft mbH, a private limited company organised under the laws of Germany, registered in the commercial register at the local court in Hamburg under registration number HRB 32457, with headquarters at Holsteinischer Kamp 1, 22081 Hamburg, Germany ("Aktivkost") in the nominal amount of DM 50,000 (fifty thousand German Marks) ("Share 1"); the business year of Aktivkost runs from 1 May to 30 April the following year;

-

Food-Tech Handelsgesellschaft mbH, a private limited company organised under the laws of Germany, registered in the commercial register at the local court in Hamburg under registration number HRB 37276, with headquarters at Holsteinischer Kamp 1, 22081 Hamburg, Germany ("Food-Tech") in the nominal amount of DM 100,000 (hundred thousand German Marks) ("Share 2"); the business year of Food-Tech runs from 1 May to 30 April the following year, and

-

HPH Hamburger Pharma Handelsgesellschaft mbH, a private limited company organised under the laws of Germany, registered in the commercial register at the local court in Hamburg under registration number HRB 49842, with headquarters at Holsteinischer Kamp 1, 22081 Hamburg, Germany ("HPH") in the nominal amount of DM 100,000 (hundred thousand German Marks) ("Share 3"); the business year of HPH runs from 1 May to 30 April the following year.

D.

Haleko owes to Seller 1 an amount of € 831,918.76 due to unpaid interest for a loan granted from Seller 1 to Haleko in 1999. The principal has been repaid in full. The still outstanding amount does not bear any interest ("Loan").

E.

By assumption agreement of 21 December 1998, Weider Nutrition S.L. assumed a guarantee (Bürgschaft) furnished to Haleko in the amount of DM 550,000 to secure certain claims by Haleko against Food-Tech (the “Weider Spain Surety”). The Weider Spain Surety has not been enforced and is still existing.

F.

The Sellers wish to sell, and the Purchasers wish to buy, the Participation and the Share and the Loan subject to the terms and subject to the conditions set out in this Agreement.

1.1

Pursuant to the terms and conditions set forth in this Agreement, Seller 1 hereby sells, and Purchaser 1 hereby accepts to buy, Participation 1, Share 1, Share 2 and Share 3 with commercial effect on 1 May 2005 (hereinafter the "Effective Date") free and clear of any encumbrances, together with all ancillary rights, including - as applicable - the right to receive all undistributed dividends of previous business years and the current business year.

1.2

Pursuant to the terms and conditions set forth in this Agreement, Seller 2 hereby sells, and Purchaser 2 hereby accepts to buy, Participation 2 with commercial effect on 1 May 2005 (hereinafter the "Effective Date") each of it and free and clear of any encumbrances, together with all ancillary rights, including - as applicable - the right to receive all undistributed dividends of previous business years and the current business year.

1.3

Pursuant to the terms and conditions set forth in this Agreement Seller 1 hereby sells, and Purchaser 1 hereby accepts to buy, the Loan with commercial effect as of the Effective Date.

2.1

The purchase price for the Share 1 (the "Share 1 Purchase Price") is

2.2

The purchase price for the Share 2 (the "Share 2 Purchase Price") is

2.3

The purchase price for the Share 3 (the "Share 3 Purchase Price") is

2.4

The purchase price for the Participation 1 (the "Participation 1 Purchase Price") is

2.5

The purchase price for the Participation 2 (the "Participation 2 Purchase Price") is

2.6

The purchase price for the Loan (the "Loan Purchase Price") is

2.7

In addition, Purchasers undertake that the receivable by Haleko against Weider Nutrition Group, Inc. in the amount of € 344,198.52 is reduced by 50 % to € 172,099.26. Seller 1 undertakes that the remaining receivable in the amount of € 172,099.26 is paid to Haleko within 10 days after the date hereof.

[Intentionally left blank.] 

(a)

The Total Purchase Price will be paid at notarisation of the agreement by SWIFT Transaction to the following account of the Seller 1

(b)

Seller 1 herewith confirms to Purchaser 1 and Purchaser 2 the receipt of the Total Purchase Price.

For the avoidance of doubt, Seller 1 and Seller 2 will internally decide upon splitting the Total Purchase Price as between themselves. By confirming to Purchaser 1 and Purchaser 2 that the Total Purchase Price has been received by Seller 1 , the Purchaser 1 and Purchaser 2 shall be discharged from their respective obligation to pay the relevant part of the Purchase Price for the acquisition of the Shares 1, 2 and 3 and Participation 1 and Participation 2 as well as the Loan.

(a)

The represented notary is instructed to file immediately the shareholder resolutions attached hereto as Appendix 5.3 (a), on the resignation of Philip Cooper and where applicable, Joseph W. Baty or any other representative of the Sellers or any of their direct or indirect shareholders as a managing director of each of Aktivkost, Food-Tech, Power Gym Ltd. (UK) and HPH, with the commercial register (Handelsregister) at the local court (Amtsgericht) Hamburg as far as Aktivkost, Food-Tech and HPH are concerned, and with the relevant register, if applicable, as far as Power Gym Ltd. (UK) is concerned.

(b)

The represented notary is instructed to file immediately the shareholder resolutions attached hereto as Appendix 5.3 (b), on the termination of the domination and profit and loss transfer agreement between Seller 1 and Aktivkost.

(c)

The represented notary is instructed to file immediately the application of entry at the Commercial Register at the lower court of Hamburg of the change in ownership of the Participation attached hereto as Appendix 5.3 (c).

6.1

Seller 1 hereby assigns and transfers Participation 1 and each of Share 1, Share 2, Share 3 to Purchaser 1 who accepts each of such assignments and transfers.

6.2

Seller 2 hereby assigns and transfers Participation 2 to Purchaser 2 who accepts such assignment and transfer.

6.3

Seller 1 hereby assigns and transfers the Loan to Purchaser 1 who accepts such assignment and transfer.

Haleko, Aktivkost, Food-Tech and HPH (the "Companies") and the Subsidiaries are duly organised and validly existing under the laws of Germany or any other laws of the country of incorporation. The statements contained in paragraph A and C and D of the Preamble to this Agreement are correct and complete. The statements contained in paragraph B of the Preamble to this Agreement are, to Sellers’ knowledge, correct and complete in all material respects.

The Companies have no direct or indirect subsidiaries or affiliates and own no security or similar interest in any company or entity except for as disclosed in Schedule 7.1 (b) (the entities disclosed in Schedule 7.1 (b) are referred to herein as the “Subsidiaries”).

The Sellers have delivered to the Purchasers a complete and correct copy of the current version of the valid articles of association of the Companies. Except for the shareholder resolution described in section 5.3 of this Agreement and except for as disclosed in Schedule 7.1 (c), there are no applications to the commercial register regarding changes of the articles of association which have not been registered and no shareholder resolutions which must be registered and have not yet been filed with a commercial register.

The Companies and the Subsidiaries have all material governmental and other authorisations, licenses or permits necessary to carry on their respective business as now conducted, except where the failure to have such authorization, license, or permit would not have a Material Adverse Effect on the Companies or the Subsidiaries

[Intentionally left blank]

Seller 1 owns the Share and Participation 2, and Seller 2 owns Participation 1. Seller 1 has the unrestricted power and authority to dispose of the Share and Participation 2, and Seller 2 has the unrestricted power and authority to dispose of Participation 1.

The Share and the Participation as well as all shares in the Subsidiaries have been validly issued, are free of any encumbrances and are fully paid in, and no event has occurred which could be regarded as a repayment of share capital. Neither the Share, the Participation nor the shares in any of the Subsidiaries are subject to or have been issued in violation of pre-emptive or similar rights. No options or other rights to acquire shares in the Companies or any of the Subsidiaries have been granted. Neither the Share, the Participation nor any of the shares in any of the Subsidiaries are subject to any voting or trust agreements or arrangements or shareholders' agreement and sub-participation or similar rights.

Since 1 January 2005 neither the Sellers nor any of the affiliated companies of the Sellers has directly or indirectly withdrawn any amount of cash from the Companies or any of the Subsidiaries and no direct or indirect payments have been made by the Companies or any of the Subsidiaries to any of the Sellers or any of Sellers' affiliated companies other than in the ordinary course of business and on arms’ length terms and the measures which led to the receivable mentioned in section 2.7 of this Agreement.

the Sellers have not resolved to distribute any dividends and no such distribution has taken place nor have the Companies or any of the Subsidiaries made other payments to the Sellers or any affiliate thereof other than in an arm's length transaction in the ordinary course of business; and

no transaction has taken place or has been initiated relating to the Companies, any of the Subsidiaries or any of their respective assets other than in the ordinary course of business or other than stated in this Agreement, the schedules and exhibits thereto or disclosed to the Purchasers or Atlantic Grupa or their advisors in the Data Room (as defined below), except as such transaction that would not have a Material Adverse Effect on the Companies or any of the Subsidiaries, as applicable.

except as stated in Schedule 7.7(a), hold unrestricted title to, or are authorized to use, all material assets necessary for their business operation. No assets are encumbered by third party rights with the exception of statutory pledges, reservations of title and security transfers of title as well as other encumbrances entered into in the normal course of business (e.g. bank loan agreements); and

their material machinery and equipment currently used is in proper working conditions in all material respects except for normal wear and tear and except as listed in Schedule 7.7.(b),

Schedule 7.11 (a) to this Agreement is a complete and correct list of all employees and apprentices as well as free-lancers (freie Mitarbeiter) rendering services for the Companies and the Subsidiaries. Copies of the standard employment agreements currently used for newly hired employees of Haleko are included in Schedule 7.11 (a).

No pension or retirement schemes or any other similar commitments or arrangements with any managing director or employees have been made or promised by the Companies or any of the Subsidiaries.

Schedule 7.11 (c) contains a complete and correct list of all collective bargaining agreements (including firm-wide) and works agreements, in house labour practices (betriebliche Übungen) and general promises made to all employees (Gesamtzusagen).

Schedule 7.11 (d) contains a complete and correct list of all present implementation agreements (Interessenausgleiche) and social plans (Sozialpläne) of the Companies or the Subsidiaries.

Complete and correct copies of all individual employment agreements, each in their current version, including all supplemental agreements, amendments and side letters, (i) between Haleko and Michael Krüger and (ii) for any employee of the Companies or the Subsidiaries whose annual compensation exceeds € 60,000 (sixty thousand Euros) and/or have a notice period for termination of the employment agreement longer than pursuant to statutory law have been provided to the Purchasers, and such agreements are listed in Schedule 7.11 (e). In particular, there is no service agreement between Philip Cooper and the Companies or any of the Subsidiaries. 

No managing director (Geschäftsführer) or member of the senior management (leitender Angestellter) of the Companies and the Subsidiaries has terminated or, to the Seller’s Knowledge, declared an intention to terminate the employment relationship.

The Companies or any of the Subsidiaries, as applicable, own, are authorized to use without any material restriction or have acquired valid licences to all industrial and intellectual property rights, including, without limitation, patents, design patents, utility models, trademarks, names, designations, know-how and recipes listed in Schedule 7.12(a) (the "Intellectual Property Rights"). Other than the Intellectual Property Rights, no industrial and intellectual property rights are required to carry on the business of the Companies or any of the Subsidiaries as presently conducted except for the incorrectness of such representation that would not have a Material Adverse Effect on the Companies and the Subsidiaries.

To the Seller’s Knowledge,

(1)

none of the Intellectual Property Rights owned by the Companies or the Subsidiaries are encumbered and all Intellectual Property Rights have been duly maintained, except for the incorrectness of such representation that would not have a Material Adverse Effect on the Companies and the Subsidiaries;

(2)

except as listed in Schedule 7.12(b) Part 1, no such Intellectual Property Right is challenged by any third party (including, without limitation, registration authorities); and

(3)

except as listed in Schedule 7.12(b) Part 2, no exclusive licenses to third parties in respect of any Intellectual Property Rights owned by the Companies or any of the Subsidiaries have been granted to any third party, except that the incorrectness of such representation would not have a Material Adverse Effect on the Companies and the Subsidiaries.

To the Seller’s Knowledge, the consummation of the transactions contemplated under this Agreement will not result in a loss or impairment of the right to own or use any of the Intellectual Property Rights nor will such performance require the consent of any third party.

The Companies or any of the Subsidiaries, as applicable, own, are authorized to use without any material restrictions or have acquired valid licences to all hardware, software and other information technology systems (the "IT-Rights") which are currently used in the business of the Companies or any of the Subsidiaries as presently conducted, except for the incorrectness of such representation that would not have a Material Adverse Effect on the Companies and the Subsidiaries.

To the Seller’s Knowledge, the consummation of the transactions contemplated under this Agreement will not result in a loss or impairment of the right to own or use any of the IT-Rights nor will such performance require the consent of any third party.

Haleko is the sole and unrestricted owner of the real property used by the Companies or any of the Subsidiaries in Bleckede in particular the real property registered in the land register of Bleckede kept at the local court of Lüneburg, volume 51, page 1289 (the “Property”). The Property is free and clear of any material liens, encumbrances and rights of third parties other than those reflected in the excerpt from the land register attached hereto as Exhibit 7.13.

Other than the Property, neither the Companies nor any of the Subsidiaries own any other real property or rights similar to real property (grundstücksgleiche Rechte) including, without limitation, hereditary building rights (Erbbaurechte).

To the Seller’s Knowledge, no material agreements or other legal transactions have been entered into which would constitute any obligation for the Companies or any of the Subsidiaries to effect any conveyance, agreement "in rem", consent or other act leading to any material encumbrance of the Property.

To the extent any land or building used by the Companies or any of the Subsidiaries is not part of the Property, the Companies and/or any of the Subsidiaries are authorized to use such land and/or buildings under legally valid lease agreements or similar legal instruments (the "Leases"), and, to the Seller’s Knowledge, such Leases have not been terminated (whether unilaterally by either party thereto or by mutual agreement) or materially amended. To the Seller’s Knowledge, the consummation of the transactions contemplated herein will not give the other party to the Leases any right to terminate the Leases.

the conclusion, execution or completion of this Agreement does not infringe the articles of association, partnership agreements or by-laws of the Companies or the Subsidiaries nor any material agreements, restrictions or any other regulations to which the Sellers or the Companies or any of the Subsidiaries are subject;

the conclusion, execution or completion of this Agreement will not result in, or give rise to, a termination of, or changes to, any written agreements and arrangements or governmental or other authorisations, licenses or permits which are material for the businesses of the Companies and the Subsidiaries;

the Companies are in compliance with all applicable statutes, regulations and other provisions as well as all judgments, decrees, permits or other rulings or decisions by any court, arbitration tribunal or other authority with respect to the conduct and continuation of its present or previous business operations,

Except for the Loan, Schedule 7.16 (a) completely and correctly lists all agreements of the Companies and/or any of the Subsidiaries which require annual or lump-sum payments in excess of € 150,000 (one hundred fifty thousand Euros) and which have not yet been completely fulfilled as of the date hereof (nicht vollständig erfüllte Verträge) (the "Material Agreements"), including without limitation, the following:

Agreements relating to the acquisition, sale or encumbrance of real property or rights similar to real property;

agreements relating to the acquisition or sale of other fixed assets (Gegenstände des Anlagevermögens);

rental or leasing agreements;

license agreements entered into as licensor or licensee;

loan or other credit agreements entered into as lender or borrower (except customary extensions of payment dates for receivables or payables granted or received in the ordinary course of business) as well as factoring agreements;

guaranties, suretyships (Bürgschaften), assumption of debts (Schuldübernahme, Schuldbeitritt), comfort letters or similar legal instruments of any kind issued by the Companies and the Subsidiaries;

agreements with authorized dealers (Vertragshändler) or commercial agents (Handelsvertreter) or other distribution agreements;

the agreements in place with the ten largest customers and suppliers of the Companies and the Subsidiaries,

joint venture, cooperation or similar agreements with third parties as well as any agreements which may have a restrictive impact on competition.

Except as listed in Schedule 7.16 (b) Part 1 and to the Seller's Knowledge, all of the Material Agreements that are subject to German law are legally binding and none of the Material Agreements have been terminated, and to the Seller’s Knowledge, no party to a Material Agreement has stated its intention to terminate such agreement.  Except as listed in Schedule 7.16 (b) Part 2 and to the Seller's Knowledge, no counterparty to any Material Agreement will have any consent right, right to terminate, amend or otherwise modify any Material Agreement for any reason in connection with provisions of this Agreement and its consummation.

the real property owned and/or used by the Companies or any of its Subsidiaries is free from any environmental contamination of soil, soil air, water or groundwater (in particular pollutants, contaminants, harmful soil changes, suspect areas, residual contamination or suspect residual contamination pursuant to § 2 para. 3-6 of the Federal Soil Protection Act [BBodSchG]) and there are no asbestos or other harmful, in particular health endangering or other substances used in the built-on buildings which would entitle the competent authorities to order an investigation, monitoring, clean-up, securing measure, containment or other measure under Environmental Law or which would lead to a liability to third parties. Environmental Law means any (binding) law (including, without limitation, statutory and common law), regulation or permit (including any technical standards or standards of conduct applicable thereunder) relating or imposing liability for the protection of the environment or of safety and health;

neither the Companies nor any of its Subsidiaries have received any unresolved written or other notice or order from any governmental authority or third party, and no administrative or governmental or private action, suit, investigation or proceeding is pending and has been asserted or threatened in writing or otherwise against the Companies or any of its Subsidiaries which alleges a violation of any Environmental Law or requires any investigation, monitoring, clean-up, securing measure or other remedial action with respect to any environmental contamination or the use of harmful substances;

the Companies and its Subsidiaries have obtained all material environmental permits required for its operations (as presently conducted) in accordance with all applicable Environmental Law and are, in all material respects, in compliance with the terms of such permits and Environmental Law, and none of the Companies or any of its Subsidiaries has received any written or other notice from any competent authority that such authority intends to cancel or revoke or vary or modify (to their detriment) any environmental permit.

The Parties agree that section 444, second alternative BGB concerning the invalidity of clauses limiting a Sellers’ liability in cases of such Sellers’guarantees of certain characteristics (Beschaffenheitsgarantien) of an object of sale is not applicable to the Sellers' Representations and Warranties. In the event that section 444, second alternative BGB should be applicable irrespectively hereof, Purchasers hereby irrevocably waive its rights to claim any damages under this Agreement to the extent such damage claims would not exist without application of section 444, second alternative BGB.

The Parties agree that section 377 of the German Commercial Code shall not be applicable.

1998 Agreement

The Purchasers are aware of the fact that the Companies are currently subject to a tax field audit for assessment periods 1.1.1998 - 30.4. 2003. For Haleko the competent tax office intends to recognize additional taxable profit, inter alia, in the amount of DEM 5.26 million. The Sellers furnished the Purchasers with a memorandum prepared by the law firm Latham & Watkins LLP dated June 9, 2005 dealing with the merits of the arguments raised by the tax office with regard to such additional income recognition. The Parties assume that the on-going tax field audit at the level of the Companies will not have been finalized prior to signing of this Agreement. Therefore, the Parties agree as follows:

The Sellers shall indemnify the Companies for 80% of any negative impact arising from the field audit conducted by the tax authorities in spring 2005, provided such tax audit has a direct negative cash-effect of taxes payable in excess of an exemption threshold (Freibetrag) of € 100,000, which has to be borne by the Purchasers anyway, and cannot be compensated by existing loss carry-forwards, any other positive future tax effects (such as depreciation allowances, write-downs or other allowances for income tax purposes; input tax deductions for VAT purposes etc., excluding future loss carry forwards), or any other compensatory effect for the benefit of any of the Companies or the Purchasers. The total exposure of the Purchasers and the Companies in excess of the aforesaid exemption threshold shall be limited to € 100,000; the Purchasers and the Companies shall, however, pick up the tax bill for those taxes which will result in compensatory tax effects in subsequent years. Example: The tax field audit will result in additional cash tax payments of the Companies in the amount of € 500,000. Compensatory tax effects are € 100,000 which are economically borne by the Companies; an additional € 160,000 will be paid by the Companies and € 240,000 by the Sellers. If the additional tax payments amount to € 1 million, and no compensatory effects will occur, the Companies will bear € 200,000 whereas the Sellers will bear € 800,000.

The aforesaid tax indemnity shall be contingent upon the Sellers’ remaining in joint control with the Purchasers - each at his own costs of any negotiations with, and proceedings or litigation against, the tax authorities as far as the afore-mentioned tax audit is concerned. The Purchasers are aware of the fact that Seller 1 is also subject to the afore-mentioned tax field audit and that the recognition of additional taxable profit in the amount of DEM 5.26 million may have an impact on Seller 1 as well. As a consequence, the Companies and the Purchasers agree, to handle the afore-mentioned tax field audit in good faith together with the Sellers. This shall include to negotiate with this tax authorities, reach agreements and settlements, instigate legal proceedings and represent the Companies and the Purchasers, as the case may be, in such proceedings. The Companies and the Purchasers undertake to (i) cooperate with Seller 1 to the extent legally possible, (ii) to provide Seller 1 with any information required and (iii) subject to mutual agreement, to make any statement, election or other declaration which for statutory purposes or for any other reason the Companies or the Purchasers, respectively have to make in person.

Section 9.2(a) shall apply accordingly to any tax field audits at the Companies covering any periods prior to or including the date hereof, provided that such field audit is completed before the fourth anniversary of the date of this Agreement.

This section 9.2 shall take priority and deal exclusively with any taxes payable by any of the Companies or the Purchasers, as the case may be, due to any tax field audits referred to in subsections (a) and (b) above.

Pursuant to a guarantee attached to this Agreement as Appendix 9.5 Weider Nutrition Group, Inc. guarantees all of the Sellers' obligations under this Agreement in an amount equalling 20 % of the Total Purchase Price.

Atlantic Grupa hereby declares to guarantee (i) all of the Purchasers' obligations under this Agreement and (ii) up to an amount equalling 20 % of the Total Purchase Priceany claims the Sellers have against Haleko due to claims raised against the Sellers from creditors of Haleko based on the continuing liability (Nachhaftung) of the Sellers pursuant to section 160 HGB.

This Agreement and any rights and obligations hereunder cannot be transferred or assigned in whole or in part without the prior written consent of the other Parties hereto.

The Purchasers may transfer or assign this Agreement or any rights or obligations hereunder to any of their affiliated entities (within the meaning of Section 15 et seq. of the German Stock Corporation Act) without prior written consent provided that the respective Purchasers remain liable for all obligations of such Purchasers under this Agreement.

If to Weider Nutrition GmbH:

If to Haleko Management GmbH

If to the Purchasers: