0000950129-05-011881 Sample Contracts

11,500,000 Shares HERBALIFE LTD. COMMON SHARES, PAR VALUE $0.002 PURCHASE AGREEMENT December [ ], 2005

Purchase Agreement • December 13th, 2005 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries • New York

• Contract Type
  Purchase Agreement
• Filed
  December 13th, 2005
• Company
  Herbalife Ltd.
• Industry
  Wholesale-drugs, proprietaries & druggists' sundries
• Jurisdiction
  New York

The undersigned understands that Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Morgan Stanley & Co. Incorporated (“Morgan Stanley” and together with Merrill Lynch, the “Representatives”) propose to enter into a Purchase Agreement (the “Purchase Agreement”) with Herbalife Ltd., a Cayman Islands exempted limited liability company (the “Company”) and the selling stockholders party thereto, providing for the public offering (the “Public Offering”) by the several Underwriters, including Merrill Lynch and Morgan Stanley (the “Underwriters”), of the Common Shares (par value $0.002 per share) of the Company (the “Common Shares”).