REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 1st, 2004 • Wh Holdings Cayman Islands LTD • Wholesale-drugs, proprietaries & druggists' sundries • New York
This Registration Rights Agreement (this "Agreement") is dated as of March 8, 2004, by and among WH HOLDINGS (CAYMAN ISLANDS) LTD., a Cayman Islands exempted limited liability company (the "Company"), WH CAPITAL CORPORATION, a Nevada corporation ("Capital," and together with the Company, the "Issuers") on the one hand, and UBS SECURITIES LLC (the "Initial Purchaser"), on the other hand.
WH CAPITAL CORPORATION (a Nevada corporation) INDEMNITY AGREEMENTIndemnity Agreement • October 1st, 2004 • Wh Holdings Cayman Islands LTD • Wholesale-drugs, proprietaries & druggists' sundries • Nevada
THIS INDEMNITY AGREEMENT is made and entered into as of February 9, 2004, by and between WH Capital Corporation, a Nevada corporation (the "Company"), and Gregory Probert ("Indemnitee"), as an "Agent" (as hereinafter defined) of the Company.
NON-STATUTORY STOCK OPTION AGREEMENT (Non-Executive Agreement)Non-Statutory Stock Option Agreement • October 1st, 2004 • Wh Holdings Cayman Islands LTD • Wholesale-drugs, proprietaries & druggists' sundries
AGREEMENT (this “Agreement”) entered into as of the day of , 200 by and between WH Holdings (Cayman Islands) Ltd., a Cayman Islands company (the “Company”), and the {NAME} (the “Employee”) of the Company or its Subsidiaries.
EMPLOYMENT AGREEMENTEmployment Agreement • October 1st, 2004 • Wh Holdings Cayman Islands LTD • Wholesale-drugs, proprietaries & druggists' sundries • California
This Employment Agreement (the "AGREEMENT"), dated effective as of June 1, 2004 is made and entered into by Richard Goudis ("EXECUTIVE") and HERBALIFE INTERNATIONAL OF AMERICA, INC., a California corporation ("COMPANY"). The parties to this Agreement agree as follows:
WH HOLDINGS (CAYMAN ISLANDS) LTD. WH CAPITAL CORPORATION $275,000,000 9 1/2 % Notes due 2011 PURCHASE AGREEMENTPurchase Agreement • October 1st, 2004 • Wh Holdings Cayman Islands LTD • Wholesale-drugs, proprietaries & druggists' sundries • New York
WH Holdings (Cayman Islands) Ltd., a Cayman Islands exempted limited liability company (the “Company”) and WH Capital Corporation, a Nevada corporation (“Capital,” and together with the Company, the “Issuers”), agree with you as follows:
CREDIT AGREEMENT Dated as of July 31, 2002 among HERBALIFE INTERNATIONAL, INC., as Borrower, WH HOLDINGS (CAYMAN ISLANDS) LTD., WH INTERMEDIATE HOLDINGS LTD., WH LUXEMBOURG HOLDINGS S.a.R.L., WH LUXEMBOURG INTERMEDIATE HOLDINGS S.a.R.L., WH LUXEMBOURG...Credit Agreement • October 1st, 2004 • Wh Holdings Cayman Islands LTD • Wholesale-drugs, proprietaries & druggists' sundries • New York
This CREDIT AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “AGREEMENT”), dated as of July 31, 2002, is among HERBALIFE INTERNATIONAL, INC., a Nevada corporation (“BORROWER”); WH HOLDINGS (CAYMAN ISLANDS) LTD., a Cayman Islands corporation (“HOLDINGS”); WH INTERMEDIATE HOLDINGS LTD., a Cayman Islands corporation and a direct, wholly-owned subsidiary of Holdings (“PARENT”); WH LUXEMBOURG HOLDINGS S.a.R.L., a Luxembourg corporation and a direct, wholly-owned subsidiary of Parent (“LUXEMBOURG HOLDINGS”); WH LUXEMBOURG INTERMEDIATE HOLDINGS S.a.R.L. (“LUXEMBOURG INTERMEDIATE HOLDINGS”) and WH LUXEMBOURG CM S.a.R.L. (“LUXEMBOURG CM,” and together with Luxembourg Holdings and Luxembourg Intermediate Holdings, the “LUXCOS”), each a Luxembourg corporation and a direct, wholly-owned subsidiary of Luxembourg Holdings; EACH OF THE SUBSIDIARY GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO OR FROM TIME TO TIME BECOMING A PARTY HERETO BY EXECUTION OF A JO
STOCK SUBSCRIPTION AGREEMENT OF WH CAPITAL CORPORATIONWh Holdings Cayman Islands LTD • October 1st, 2004 • Wholesale-drugs, proprietaries & druggists' sundries
This is to inform you that in connection with the Subscriber's purchase of the Stock, the Subscriber is aware that the Stock is not being registered under the Securities Act of 1933 (the "1933 Act"), or applicable state securities laws. The Subscriber understands that the Stock is being offered and sold in reliance on the exemption from registration provided by Section 4(2) of the 1933 Act. The Subscriber represents and warrants that: (i) the Stock is being acquired solely for Subscriber's own account, for investment purposes only, and not for distribution, subdivision or fractionalization thereof; and (ii) the Subscriber has no agreement or other arrangement, formal or informal, with any person to sell, transfer or pledge any part of the Stock or which would guarantee to the Subscriber any profit, or protect the Subscriber against any loss, with respect to this investment and the Subscriber has no plans to enter into any such agreement or arrangement. The Subscriber further understand
SECURITY AGREEMENT BY HERBALIFE INTERNATIONAL, INC., WH HOLDINGS (CAYMAN ISLANDS) LTD., WH INTERMEDIATE HOLDINGS LTD., WH LUXEMBOURG HOLDINGS S.A.R.L., WH LUXEMBOURG INTERMEDIATE HOLDINGS S.A.R.L., WH LUXEMBOURG CM S.A.R.L., and THE SUBSIDIARY...Security Agreement • October 1st, 2004 • Wh Holdings Cayman Islands LTD • Wholesale-drugs, proprietaries & druggists' sundries • New York
This SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “AGREEMENT”), dated as of July 31, 2002, is made by HERBALIFE INTERNATIONAL, INC., a Nevada corporation (“BORROWER”); WH HOLDINGS (CAYMAN ISLANDS) LTD., a Cayman Islands corporation (“HOLDINGS”); WH INTERMEDIATE HOLDINGS LTD., a Cayman Islands corporation and a direct, wholly-owned subsidiary of Holdings (“PARENT”); WH LUXEMBOURG HOLDINGS S.a.R.L., a Luxembourg corporation and a direct, wholly-owned subsidiary of Parent (“LUXEMBOURG HOLDINGS”); WH LUXEMBOURG INTERMEDIATE HOLDINGS S.a.R.L. (“LUXEMBOURG INTERMEDIATE HOLDINGS”) and WH LUXEMBOURG CM S.a.R.L. (such company, together with Luxembourg Holdings and Luxembourg Intermediate Holdings, the “LUXCOS”), each a Luxembourg corporation and a direct, wholly-owned subsidiary of Luxembourg Holdings; EACH OF THE SUBSIDIARY GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO OR FROM TIME TO TIME BECOMING A PARTY HERETO BY EXECUTION OF A JOIND
HERBALIFE INTERNATIONAL OF AMERICA, INC. MASTER TRUST AGREEMENT EFFECTIVE JANUARY 1, 1996 HERBALIFE INTERNATIONAL OF AMERICA, INC. MASTER TRUST AGREEMENT EFFECTIVE JANUARY 1, 1996Master Trust Agreement • October 1st, 2004 • Wh Holdings Cayman Islands LTD • Wholesale-drugs, proprietaries & druggists' sundries • California
THIS MASTER TRUST AGREEMENT (“Master Trust Agreement”) is made and entered into as of January 1,1996, between Herbalife International of America, Inc., a California corporation (the “Company”), and Imperial Trust Company, a California corporation (the “Trustee”), to evidence the master trust (the “Trust”) to be established, pursuant to any nonqualified deferred compensation plan or plans of the Company now or hereafter existing (each, a “Plan,” together, the “Plans”) that require or authorize the establishment of a trust, for the benefit of a select group of management, highly compensated employees and/or Directors who contribute materially to the continued growth development and business success of the Company and those subsidiaries of the Company, if any, that participate in the Plans (collectively, “Subsidiaries,” or singularly, “Subsidiary”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 1st, 2004 • Wh Holdings Cayman Islands LTD • Wholesale-drugs, proprietaries & druggists' sundries • California
This Employment Agreement (the “AGREEMENT”), dated as of March 10, 2003 (the “EFFECTIVE DATE”), is made and entered by and between Carol Hannah (the “EXECUTIVE”) and HERBALIFE INTERNATIONAL, INC., a Nevada corporation (“PARENT”), and HERBALIFE INTERNATIONAL OF AMERICA, INC., a California corporation (“OPERATING COMPANY”) (collectively, Parent and Operating Company are referred to herein as the “COMPANY”). This Agreement amends, restates and replaces in its entirety that certain Employment Agreement among the parties hereto dated as of August 20, 2000, as the same may have been amended or modified.
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • October 1st, 2004 • Wh Holdings Cayman Islands LTD • Wholesale-drugs, proprietaries & druggists' sundries • California
THIS SEPARATION AGREEMENT AND GENERAL RELEASE (the "Agreement") is entered into as of May 1, 2004, by and between Carol Hannah ("Employee") on the one hand, and Herbalife International, Inc. and Herbalife International of America, Inc. (collectively, the "Company") on the other hand. Employee and the Company are referred to herein collectively as the "Parties."
CONSULTING AGREEMENTConsulting Agreement • October 1st, 2004 • Wh Holdings Cayman Islands LTD • Wholesale-drugs, proprietaries & druggists' sundries
THIS CONSULTING AGREEMENT (this "Agreement") is made as of May 1, 2004, by and between Herbalife International of America, Inc., on the one hand (the "Company"), and Carol Hannah ("Consultant"), on the other hand.
MONITORING FEE AGREEMENTMonitoring Fee Agreement • October 1st, 2004 • Wh Holdings Cayman Islands LTD • Wholesale-drugs, proprietaries & druggists' sundries • New York
This Monitoring Fee Agreement (this “Agreement”) is made and entered into as of July 31, 2002, by and among Herbalife International, Inc., a Nevada corporation, on behalf of itself and each of its subsidiaries (collectively, the “Company”), and GGC Administration, L.L.C., a Delaware limited liability company (“Sponsor”).
NON-STATUTORY STOCK OPTION AGREEMENTNon-Statutory Stock Option Agreement • October 1st, 2004 • Wh Holdings Cayman Islands LTD • Wholesale-drugs, proprietaries & druggists' sundries
AGREEMENT (this “Agreement”) entered into as of the 10th day of March, 2003, by and between WH Holdings (Cayman Islands) Ltd., a Cayman Islands company (the “Company”), and the undersigned employee (the “Employee”) of the Company or its Subsidiaries.
EMPLOYMENT AGREEMENTEmployment Agreement • October 1st, 2004 • Wh Holdings Cayman Islands LTD • Wholesale-drugs, proprietaries & druggists' sundries • California
This Employment Agreement (the “AGREEMENT”), dated as of July 31, 2003 is made and entered into by Gregory L. Probert (“EXECUTIVE”) and HERBALIFE INTERNATIONAL OF AMERICA, INC., a California corporation (“COMPANY”). The parties to this Agreement agree as follows:
OFFICE LEASE 1800 CENTURY PARK EAST STATE TEACHERS’ RETIREMENT SYSTEM, A RETIREMENT SYSTEM CREATED UNDER THE LAWS OF THE STATE OF CALIFORNIA, AS LANDLORD, AND HERBALIFE INTERNATIONAL OF AMERICA, INC., A CALIFORNIA CORPORATION, AS TENANT. 1800 CENTURY...Office Lease • October 1st, 2004 • Wh Holdings Cayman Islands LTD • Wholesale-drugs, proprietaries & druggists' sundries • California
This Office Lease, which includes the preceding Summary of Basic Lease Information (the “SUMMARY”) attached hereto and incorporated herein by this reference (the Office Lease and Summary to be known collectively as the “LEASE”), dated as of the date set forth in SECTION 1 of the Summary, is made by and between STATE TEACHERS’ RETIREMENT SYSTEM, a retirement system created under the laws of the State of California (“LANDLORD”), and HERBALIFE INTERNATIONAL OF AMERICA, INC., a California corporation (“TENANT”).
INDEMNITY AGREEMENTIndemnity Agreement • October 1st, 2004 • Wh Holdings Cayman Islands LTD • Wholesale-drugs, proprietaries & druggists' sundries • Nevada
This INDEMNITY AGREEMENT (this “Agreement”) is made as of the day of , 19 , by and between Herbalife International, Inc., a Nevada corporation (the “Corporation”), and (“Indemnitee”) with reference to the following:
REGISTRATION RIGHTS AGREEMENT Dated as of June 27, 2002 By and Among WH Acquisition Corp. as Issuer, The Guarantors listed on the signature pages hereto and UBS WARBURG LLC, as Initial Purchaser $165,000,000 11 3/4% Senior Subordinated Notes due 2010Registration Rights Agreement • October 1st, 2004 • Wh Holdings Cayman Islands LTD • Wholesale-drugs, proprietaries & druggists' sundries • New York
AGREEMENT AND PLAN OF MERGER Dated as of April 10, 2002 By and Among WH Holdings (Cayman Islands) Ltd., WH Acquisition Corp. And Herbalife International, Inc.Agreement and Plan of Merger • October 1st, 2004 • Wh Holdings Cayman Islands LTD • Wholesale-drugs, proprietaries & druggists' sundries • Nevada
AGREEMENT AND PLAN OF MERGER dated as of April 10, 2002 (this “Agreement”), by and among WH Holdings (Cayman Islands) Ltd., a Cayman Islands corporation (“Parent”), WH Acquisition Corp., a Nevada corporation and a wholly-owned subsidiary of Parent (“Acquisition”), and Herbalife International, Inc., a Nevada corporation (the “Company”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • October 1st, 2004 • Wh Holdings Cayman Islands LTD • Wholesale-drugs, proprietaries & druggists' sundries • New York
AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) dated as of December 18, 2002, among Herbalife International, Inc. (“BORROWER”); WH Holdings (Cayman Islands) Ltd. (“HOLDINGS”); WH Intermediate Holdings Ltd. (“PARENT”); WH Luxembourg Holdings S.a.R.L. (“LUXEMBOURG HOLDINGS”); WH Luxembourg Intermediate Holdings S.a.R.L. (“LUXEMBOURG INTERMEDIATE HOLDINGS”) and WH Luxembourg CM S.a.R.L. (“LUXEMBOURG CM,” and together with Luxembourg Holdings and Luxembourg Intermediate Holdings, the “LUXCOS”); each of the Subsidiary Guarantors listed on the signature pages hereto (together with Holdings, Parent and the LuxCos, the “GUARANTORS”); the Lenders party hereto; and UBS AG, Stamford Branch, as administrative agent for the Lenders (in such capacity, the “ADMINISTRATIVE AGENT”).
SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • October 1st, 2004 • Wh Holdings Cayman Islands LTD • Wholesale-drugs, proprietaries & druggists' sundries • New York
AGREEMENT (this “AGREEMENT”), dated as of July 31, 2002, by and among WH HOLDINGS (CAYMAN ISLANDS) LTD. (the “COMPANY”), a Cayman Islands company, WHITNEY V, L.P., a Delaware limited partnership, WHITNEY STRATEGIC PARTNERS V, L.P., a Delaware limited partnership, and WH INVESTMENTS LTD., a Cayman Islands company (together, “WHITNEY V”), and CCG INVESTMENTS (BVI), L.P., a British Virgin Islands limited partnership, CCG ASSOCIATES-QP, LLC, a Delaware limited liability company, CCG ASSOCIATES-AI, LLC, a Delaware limited liability company, CCG INVESTMENT FUND-AI, LP, a Delaware limited partnership, CCG AV, LLC - SERIES C, a Delaware limited liability company and CCG AV, LLC - SERIES E, a Delaware limited liability company (collectively, “GOLDEN GATE FUND”), and certain other persons who may, from time to time, become party to this Agreement. The parties above are sometimes hereinafter collectively referred to as the “SHAREHOLDERS” and each individually as a “SHAREHOLDER.”
SIDE LETTER AGREEMENTSide Letter Agreement • October 1st, 2004 • Wh Holdings Cayman Islands LTD • Wholesale-drugs, proprietaries & druggists' sundries
Reference is made to that certain Shareholders’ Agreement dated as of July 31, 2002, by and among the Company and certain of its shareholders (as the same may be amended from time to time, the “Shareholders’ Agreement”). Capitalized terms used in this Agreement without definition shall have the meanings ascribed thereto in the Shareholders’ Agreement.
NON-STATUTORY STOCK OPTION AGREEMENT (Executive Agreement)Non-Statutory Stock Option Agreement • October 1st, 2004 • Wh Holdings Cayman Islands LTD • Wholesale-drugs, proprietaries & druggists' sundries
AGREEMENT (this “Agreement”) entered into as of the day of , 200 by and between WH Holdings (Cayman Islands) Ltd., a Cayman Islands company (the “Company”), and the undersigned employee (the “Employee”) of the Company or its Subsidiaries.
INSTITUTIONAL SHAREHOLDERS’ AGREEMENTInstitutional Shareholders’ Agreement • October 1st, 2004 • Wh Holdings Cayman Islands LTD • Wholesale-drugs, proprietaries & druggists' sundries • New York
AGREEMENT (this “AGREEMENT”), dated as of July 31, 2002, by and among WH HOLDINGS (CAYMAN ISLANDS) LTD. (the “COMPANY”), a Cayman Islands company, WHITNEY V, L.P., a Delaware limited partnership, WHITNEY STRATEGIC PARTNERS V, L.P., a Delaware limited partnership (together, “WHITNEY V”), and CCG INVESTMENTS (BVI), L.P., a British Virgin Islands limited partnership, CCG ASSOCIATES-QP, LLC, a Delaware limited liability company, CCG ASSOCIATES-AI, LLC, a Delaware limited liability company, CCG INVESTMENT FUND-AI, LP, a Delaware limited partnership, CCG AV, LLC - SERIES C, a Delaware limited liability company, CCG AV, LLC - SERIES E, a Delaware limited liability company (collectively, “GOLDEN GATE FUND”), WH Investments Ltd., a Cayman Islands company (“INVESTMENTS”), and certain other persons who may, from time to time, become party to this Agreement.
AGREEMENT FOR RETENTION OF LEGAL SERVICESAgreement for Retention of Legal Services • October 1st, 2004 • Wh Holdings Cayman Islands LTD • Wholesale-drugs, proprietaries & druggists' sundries
This AGREEMENT FOR RETENTION OF LEGAL SERVICES (the “Agreement”) is entered into as of May 20, 2002 by and between Herbalife International of America, Inc./Herbalife International, Inc. (“Herbalife”) and Robert A. Sandler (“Sandler”). Herbalife and Sandler will sometimes be referred to herein as the “Parties.”
NON-STATUTORY STOCK OPTION AGREEMENTNon-Statutory Stock Option Agreement • October 1st, 2004 • Wh Holdings Cayman Islands LTD • Wholesale-drugs, proprietaries & druggists' sundries
AGREEMENT (this “Agreement”) entered into as of April 3, 2003, by and between WH Holdings (Cayman Islands) Ltd., a Cayman Islands company (the “Company”), and the undersigned employee (the “Employee”) of the Company or its Subsidiaries.
TRUST AGREEMENT FOR HERBALIFE 2001 EXECUTIVE RETENTION PLAN Effective March 15, 2001 TRUST AGREEMENT FOR HERBALIFE 2001 EXECUTIVE RETENTION PLANTrust Agreement • October 1st, 2004 • Wh Holdings Cayman Islands LTD • Wholesale-drugs, proprietaries & druggists' sundries • California
THIS TRUST AGREEMENT (the “Trust Agreement”) is made and entered into as of March 15, 2001 by and among Herbalife International, a Nevada corporation (the “Parent”), as trustor, and U.S. Bank National Association, a Delaware corporation, as trustee (the “Trustee”), to evidence the trust to be established pursuant to the Herbalife 2001 Executive Retention Plan, effective as of March 15, 2001 (the “Plan”), which was established by the Parent and the Company to provide financial incentives for a select group of management and highly compensated employees of the Parent and the Company and its subsidiaries that participate in the Plan, to provide services to the Parent and the Company and its subsidiaries both before and after certain Change in Control events.
MSW WH ACQUISITION CORP. $165,000,000 11 3/4% SENIOR SUBORDINATED NOTES DUE 2010 PURCHASE AGREEMENTPurchase Agreement • October 1st, 2004 • Wh Holdings Cayman Islands LTD • Wholesale-drugs, proprietaries & druggists' sundries • New York
unpaid interest thereon through the redemption date, together with Liquidated Damages, if any (the “Mandatory Redemption Price”). The Mandatory Redemption must occur no later than 10 Business Days after the Triggering Event (the “Mandatory Redemption Date”); and
INDEMNITY AGREEMENTIndemnity Agreement • October 1st, 2004 • Wh Holdings Cayman Islands LTD • Wholesale-drugs, proprietaries & druggists' sundries • New York
This INDEMNITY AGREEMENT (this “Agreement”) is effective as of July 31, 2002, and is by and among WH HOLDINGS (CAYMAN ISLANDS) LTD. (the “Company”) and WH ACQUISITION CORP. (“WH Acquisition”, and, together with the Company, the “Indemnifying Parties”), and WHITNEY & CO., LLC, WHITNEY V, L.P., WHITNEY STRATEGIC PARTNERS V, L.P., GGC ADMINISTRATION, L.L.C., GOLDEN GATE PRIVATE EQUITY, INC., CCG INVESTMENTS (BVI), L.P., CCG ASSOCIATES-AI, LLC, CCG INVESTMENT FUND-AI, LP, CCG AV, LLC-SERIES C, CCG AV, LLC-SERIES E, CCG ASSOCIATES-QP, LLC and WH INVESTMENTS LTD. (collectively, the “Indemnified Parties”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • October 1st, 2004 • Wh Holdings Cayman Islands LTD • Wholesale-drugs, proprietaries & druggists' sundries • California
This Separation Agreement and General Release is entered into by and between Robert A. Sandler (“Sandler”), and Herbalife International of America, Inc./Herbalife International, Inc., and/or any affiliate, subsidiary, parent or any other associated entity of Herbalife International of America, Inc./Herbalife International, Inc. (collectively, “Herbalife” or “the Company”). Sandler and Herbalife are referred to herein collectively as “the Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • October 1st, 2004 • Wh Holdings Cayman Islands LTD • Wholesale-drugs, proprietaries & druggists' sundries • California
This Employment Agreement (the “AGREEMENT”), dated as of April 3, 2003 (the “EFFECTIVE DATE”), is made and entered into by and among Michael O. Johnson (“EXECUTIVE”), HERBALIFE INTERNATIONAL, INC., a Nevada corporation (“PARENT”), and HERBALIFE INTERNATIONAL OF AMERICA, INC., a California corporation (“OPERATING COMPANY”) (collectively, Parent and Operating Company are referred to herein as the “COMPANY”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 1st, 2004 • Wh Holdings Cayman Islands LTD • Wholesale-drugs, proprietaries & druggists' sundries • California
This Employment Agreement (the “AGREEMENT”), dated as of July 14, 2003 is made and entered into by Matt Wisk (“EXECUTIVE”) and HERBALIFE INTERNATIONAL OF AMERICA, INC., a California corporation (“COMPANY”). The parties to this Agreement agree as follows:
SIDE LETTER AGREEMENTSide Letter Agreement • October 1st, 2004 • Wh Holdings Cayman Islands LTD • Wholesale-drugs, proprietaries & druggists' sundries
Reference is made to that certain Shareholders’ Agreement dated as of July 31, 2002, by and among the Company and certain of its shareholders, including Kane, Hannah and the Institutional Shareholders (as the same may be amended from time to time, the “Shareholders’ Agreement”). Capitalized terms used in this Agreement without definition shall have the meanings ascribed thereto in the Shareholders’ Agreement.
