STOCK AND ASSET PURCHASE AGREEMENT

Asset Purchase Agreement

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Custom Nutrition, Inc | WEIDER GLOBAL NUTRITION, LLC | Weider Nutrition Group (Canada) Ltd | Weider Nutrition Group Limited | WEIDER NUTRITION GROUP, INC | Weider Nutrition International, Inc | Weider Nutrition Ltd

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Title: STOCK AND ASSET PURCHASE AGREEMENT
Governing Law: California Date: 4/4/2005
Industry: Food Processing Law Firm: Greenberg Glusker;Latham Watkins;Paul Hastings Sector: Consumer/Non-Cyclical

STOCK AND ASSET PURCHASE AGREEMENT

by and among

WEIDER GLOBAL NUTRITION, LLC

and

WEIDER NUTRITION INTERNATIONAL, INC. and

WEIDER NUTRITION GROUP, INC.

dated as of

April 1, 2005

TABLE OF CONTENTS

Page

ARTICLE I	Certain Definitions	0

ARTICLE II	Closing; Purchase and Sale	7

Section 2.1.	Time and Place of Closing	7
Section 2.2.	Assets Being Sold	8
Section 2.3.	Excluded Assets	9
Section 2.4.	Assumed Liabilities	10
Section 2.5.	Excluded Liabilities	12
Section 2.6.	Consideration for the Weider Assets.	12
Section 2.7.	Deliveries by Sellers	13
Section 2.8.	Deliveries by Buyer	14
Section 2.9.	Assignment of Contracts and Rights.	15
Section 2.10.	Indemnification.	16
Section 2.11.	Indemnity for Surviving Representations and Warranties; Limitation.	17
Section 2.12.	Sole Remedy	17
Section 2.13.	Sales Tax	18

ARTICLE III	Representations and Warranties of Sellers	18

Section 3.1.	Organization, Standing and Power	18
Section 3.2.	Capitalization	18
Section 3.3.	Weider Assets Complete; Title to Weider Assets	19
Section 3.4.	Authority	19
Section 3.5.	Noncontravention	19
Section 3.6.	Absence of Undisclosed Liabilities	20
Section 3.7.	Absence of Changes	20
Section 3.8.	Litigation	20
Section 3.9.	Properties; Assets	20
Section 3.10.	Intangibles/Inventions	20
Section 3.11.	Tax Matters	21
Section 3.12.	Banks; Powers of Attorney	21
Section 3.13.	Employee Arrangements	21
Section 3.14.	Material Contracts	21
Section 3.15.	Insurance	21
Section 3.16.	Conduct of Business.	21

ARTICLE IV	Representations and Warranties of Buyer	22

Section 4.1.	Organization, Standing and Power	22
Section 4.2.	Authority	23
Section 4.3.	Noncontravention	23

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ARTICLE V	Covenants of Sellers and Buyer	23

Section 5.1.	Investigation of Business; Access to Properties and Records.	23
Section 5.2.	Agreement to Cooperate	24
Section 5.3.	Further Assurances; Contract Audits	24
Section 5.4.	No Disclosure.	25
Section 5.5.	Intangibles.	25
Section 5.6.	Intercompany Arrangements and Accounts.	25
Section 5.7.	Insurance	26
Section 5.8.	Collection of Receivables; Forwarding of Payments	26
Section 5.9.	Assignment of Export Rights	26
Section 5.10.	Facilities Inspection	26
Section 5.11.	Covenant Not to Compete; Nonsolicitation.	26
Section 5.12.	Ownership of International Subsidiary Stock	27

ARTICLE VI	Tax Matters	27

Section 6.1.	Tax Representations	27
Section 6.2.	Allocation	28
Section 6.3.	Tax Obligations of Sellers	28
Section 6.4.	Tax Obligations of Buyer	28
Section 6.5.	Transfer Taxes; Apportionment of Taxes.	28
Section 6.6.	Refunds and Credits.	29
Section 6.7.	Cooperation and Exchange of Information.	29
Section 6.8.	Tax Contests.	30

ARTICLE VII	Conditions to Buyer’s Obligation to Close	31

Section 7.1.	Representations, Warranties and Covenants of Sellers	31
Section 7.2.	No Order	31
Section 7.3.	Managing Member Authorization	31
Section 7.4.	Special Committee Authorization	31
Section 7.5.	Deliveries	31
Section 7.6.	Litigation	31

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Section 7.7.	Consents and Approvals	32
Section 7.8.	No Liens	32
Section 7.9.	Date of Consummation	32

ARTICLE VIII	Conditions to Sellers’ Obligation to Close	32

Section 8.1.	Representations, Warranties and Covenants of Buyer	32
Section 8.2.	No Order	33
Section 8.3.	Board Authorization	33
Section 8.4.	Special Committee Authorization	33
Section 8.5.	Fairness Opinion	33
Section 8.6.	Resignation of Richard Blair	33
Section 8.7.	Deliveries	33
Section 8.8.	Litigation	33
Section 8.9.	Consents and Approvals	33
Section 8.10.	Date of Consummation	34

ARTICLE IX	Termination	34

Section 9.1.	Termination	34
Section 9.2.	Procedure and Effect of Termination	34

ARTICLE X	Miscellaneous	35

Section 10.1.	Counterparts	35
Section 10.2.	Governing Law; Jurisdiction; Waiver	35
Section 10.3.	Entire Agreement	35
Section 10.4.	Expenses	35
Section 10.5.	Notices	35
Section 10.6.	Successors and Assigns	37
Section 10.7.	Survival of Representations	37
Section 10.8.	Headings; Definitions	37
Section 10.9.	Amendments and Waivers	37
Section 10.10.	Interpretation	37
Section 10.11.	Tax Treatment and Tax Structure	38
Section 10.12.	Severability	38

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LIST OF EXHIBITS
Exhibit 2.7(a)	Bill of Sale
Exhibit 2.7(b)	Assignment and Assumption Agreement
Exhibit 2.7(c)	Assignment and Assumption of Intangibles Agreement
Exhibit 2.7(d)	European Agreements
(d)(i)	European Services Amendment
(d)(ii)	Distribution Termination Agreement between Haleko Italia srl and Weider
	Germany GmbH
(d)(iii)	Distribution Termination Agreement between Haleko Hanseatisches
	Lebensmittel Kontor GmbH & Co. OHG and Weider Nutrition, S.L.
Exhibit 2.7(e)	U.S. Transition Services Agreement
Exhibit 2.7(f)	Name License Agreement
Exhibit 2.7(g)	Lease Assignment Agreement
Exhibit 2.7(h)	Legal Opinion
Exhibit 2.8(h)	Promissory Note
Exhibit 2.8(i)	Guarantee

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STOCK AND ASSET PURCHASE AGREEMENT

THIS STOCK AND ASSET PURCHASE AGREEMENT (this “ Agreement ”), is dated as of April 1, 2005, by and between Weider Global Nutrition, LLC (“ WGN ”), a Nevada limited liability company and a wholly owned subsidiary of Weider Health and Fitness (“ WHF ”) on the one hand, and Weider Nutrition International, Inc., a Delaware corporation (“ WNI ”) and its wholly owned subsidiary, Weider Nutrition Group, Inc., a Utah corporation (“ WNG, ” each of WNI and WNG, a “Seller,” and together, the “ Sellers ”), on the other hand.

WHEREAS, Sellers are engaged in the business, among other activities, of advertising, marketing, manufacturing and distributing products in the field of health and nutrition;

WHEREAS, a portion of Sellers’ business consists of advertising, marketing and distributing the Weider® branded products in the United States, its territories and possessions (the “ Domestic Business ”);

WHEREAS, Sellers own indirectly all of the issued and outstanding capital stock (the “ International Subsidiary Stock ”) of each of (i) Weider Nutrition Ltd. (“ Weider UK ”), (ii) Weider Nutrition Group Limited (“ WNG UK ”), (iii) Weider Germany GmbH (“ Weider Germany ”), (iv) Weider Nutrition SL (“ Weider Spain ”), (v) Weider Fitness SARL (“ Weider France ”), (vi) Weider Nutrition Group (Canada) Ltd. (“ WNG Canada ”) and (vii) Custom Nutrition, Inc. (Canada) (“ CN Canada ” and, together with Weider UK, WNG UK, Weider Germany, Weider Spain, Weider France and WNG Canada, the “ International Subsidiaries ”);

WHEREAS, the International Subsidiaries are engaged in the business of advertising, marketing and distributing the Weider® branded products in international markets (the “ International Business ,” together with the Domestic Business, the “ Weider Branded Business ”); and

WHEREAS, WGN (“ Buyer ”), wishes to purchase and acquire from Sellers, and Sellers desire to sell to Buyer, the Weider Branded Business (including certain specified assets and liabilities), subject to and upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE I

Certain Definitions

In addition to the other defined terms set forth herein, as used in this Agreement, the following terms shall have the following respective meanings:

“ Action ” shall mean any pending, threatened or future action, suit, arbitration, inquiry, proceeding or investigation by or before any court, arbitrator or Governmental Authority, whether civil, criminal or other, and whether known or unknown, fixed or contingent, at the Effective Date, so long as such Action is based on events that occurred prior to the Effective Date.

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“ Affiliate ” of a designated person or party shall be any other person or entity who (or which) directly or indirectly controls, is controlled by, or is under common control with, such designated person; for such purposes, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”) means with respect to such designated person, the possession, directly or indirectly, of the power to direct, or cause the direction of, the management or policies of the designated person, whether through the ownership of voting securities, by agreement or otherwise.

“ Agreement ” shall have the meaning set forth in the first paragraph hereof, as such may be amended or supplemented from time to time.

“ Ancillary Agreements ” shall mean, collectively, the Bill of Sale, the Assignment and Assumption Agreement, the Assignment and Assumption of Intangibles Agreement, the European Agreements, the Promissory Note, the Guarantee, the Name License Agreement, the Lease Assignment Agreement and the U.S. Transition Services Agreement.

“ Applicable Laws ” shall mean all applicable international, national, federal, provincial, state and local laws, statutes, ordinances, rules, regulations and codes.

“ Assignment and Assumption Agreement ” shall have the meaning set forth in Section 2.7(b) .

“ Assignment and Assumption of Intangibles Agreement ” shall have the meaning set forth in Section 2.7(c) .

“ Balance Sheet ” shall mean the Weider Branded Business unaudited consolidated and consolidating balance sheet at March 1, 2005, prepared in accordance with historical accounting policies.

“ Bill of Sale ” shall have the meaning set forth in Section 2.7(a) .

“ Business Day ” means any day that is not a Saturday, a Sunday or other day on which banks are required by law to be closed in the City of Los Angeles.

“ Buyer ” shall have the meaning set forth in the Recitals hereof.

“ Buyer Group ” shall have the meaning set forth in Section 2.10(a) .

“ Cash ” shall mean cash, money market instruments, bank accounts, bank deposits, certificates of deposit, lock box receipts, other cash equivalents, marketable securities and other investment securities.

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“ Closing ” shall have the meaning set forth in Section 2.1 .

“ Closing Date ” shall mean the third Business Day after the date on which the conditions set forth in Articles VII and VIII (other than conditions precedent that are not capable of being satisfied until the Closing) shall be satisfied or duly waived, or, if Sellers and Buyer mutually agree on a different date, the date upon which they have mutually agreed.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended.

“ Consents ” shall mean, collectively, (a) each consent or novation with respect to any material Weider Contract required to be obtained from the other party or parties thereto by virtue of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby in order to avoid the invalidity of the transfer of such Weider Contract, the termination thereof, a breach or default thereunder or any other change or modification to the terms thereof and (b) each consent, approval, order, qualification and waiver required under applicable law to be obtained by virtue of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

“ Contract ” shall mean any contract, agreement, lease, indenture, evidence of indebtedness, binding commitment or instrument, purchase order or written offer.

“ Controlling Party ” shall have the meaning set forth in Section 6.8(c) .

“ Copyrights ” shall have the meaning set forth in Section 3.10 .

“ CN Canada ” shall have the meaning set forth in the Recitals.

“ Definitive Documents ” shall have the meaning set forth in Section 3.4 .

“ Domestic Business ” shall have the meaning set forth in the Recitals.

“ Effective Date ” shall mean March 1, 2005.

“ Employment Agreements ” means all contracts, agreements and commitments of Sellers or any of their subsidiaries entered into with individual Weider Employee(s) prior to the date of this Agreement relating to the employment, retention, severance or compensation of such Weider Employee(s).

“ European Agreements ” shall have the meaning set forth in Section 2.7(d) .

“ Excluded Assets ” shall have the meaning set forth in Section 2.3 .

“ Excluded Contracts ” shall mean the Contracts identified on Schedule 2.3 (j) .

“ Excluded Liabilities ” shall have the meaning set forth in Section 2.5 .

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“ Excluded Taxes ” shall have the meaning set forth in Section 6.3 .

“ Fairness Opinion ” shall have the meaning set forth in Section 8.5 .

“ Formulas ” shall have the meaning set forth in Section 3.10 .

“ GAAP ” shall mean United States generally accepted accounting principles, as of the date hereof.

“ Guarantee ” shall have the meaning set forth in Section 2.8(h) .

“ Governmental Authority ” shall mean any federal, state, local, foreign or supranational governmental, judicial or regulatory agency, entity or authority.

“ Income Taxes ” shall mean Taxes based on income, gain or similar items.

“ Indemnified Party ” means the Buyer Group or the Seller Group, as the case may be.

“ Indemnifying Party ” means the Sellers or Buyer, as the case may be.

“ Insurance Policies ” shall have the meaning set forth in Section 3.15 .

“ Intangibles ” shall have the meaning set forth in Section 3.10 .

“ International Business ” shall have the meaning set forth in the Recitals.

“ International Subsidiary Stock ” shall have the meaning set forth in the Recitals.

“ International Subsidiaries ” shall have the meaning set forth in the Recitals.

“ Inventions ” shall mean all inventions, discoveries, improvements, processes, technology, know-how and other intellectual property, proprietary rights and trade secrets related exclusively to the Domestic Business. Inventions shall not include trademarks, service marks, trade names, trade dress or copyrights, nor any applications or registrations for any of the foregoing.

“ Knowledge of WNI ” shall mean the actual knowledge of Joseph Baty, Thomas Elitharp, Daniel Thomson and Bruce Wood.

“ Legal Opinion ” shall have the meaning set forth in Section 2.7(h) .

“ Lease Assignment Agreement ” shall have the meaning in Section 2.7(g) .

“ Licenses ” shall have the meaning set forth in Section 3.10 .

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“ Liens ” shall mean all, with respect to any given property(ies), encumbrances, defects of title, deeds of trust, mortgages, security agreements, security interests, pledges, liens, conditional sales agreements, claims, restrictions, charges, options, purchase rights, voting trusts, leases, subleases, encroachments, covenants, easements and/or rights of third parties of every kind and character arising or existing by operation of law, by judicial decree or judgment or arbitral decision, by contract or otherwise, whether or not accrued or fixed, absolute or contingent, known or unknown, determined or determinable and whenever arising, including, but not limited to, those evidenced by contracts, agreements, leases, indentures, deeds of trust and security, conditional sale and other title retention agreements.

“ Loss ” shall have the meaning set forth in Section 2.10(a) .

“ Marks ” shall have the meaning set forth in Section 3.10 .

“ Material Adverse Effect ” shall mean a material adverse effect on the operations, business, properties, assets, liabilities, results of operations or financial condition of the Weider Branded Business, taken as a whole.

“ Material Contracts ” shall mean those contracts set forth on Schedule 3.14 .

“ Mixed Tax Claim ” shall have the meaning set forth in Section 6.8(c) .

“ Name License Agreement ” shall have the meaning set forth in Section 2.7(f) .

“ Names ” shall mean all names, marks, trade names and trademarks incorporating the Weider® name by itself or in combination with any other Name, and all of the rights thereto and goodwill represented thereby or pertaining thereto.

“ Non-Controlling Party ” shall have the meaning set forth in Section 6.8(c) .

“ Permitted Exceptions ” means (a) Liens for Taxes or governmental assessments, charges or claims the payment of which is not yet due, or the validity of which is being contested in good faith; (b) statutory liens of landlords and liens of repairmen, carriers, warehousemen, mechanics, materialmen and other similar persons and other liens imposed by Applicable Law incurred in the ordinary course of business; (c) Liens relating to deposits and pledges made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security; (d) with respect to any asset which consists of a leasehold estate or possessory interest in real property, all Liens and other title matters (whether or not the same are recorded) to which the underlying fee estate in such real property is subject; (e) Liens securing the executory obligations of Sellers or any of its subsidiaries under any lease that constitutes an “ operating lease ” under GAAP; (f) security interests granted in the ordinary course of business to the lessors of leased equipment in respect of such leased equipment; (g) Liens created in the ordinary course of business after the date of this Agreement; (h) Liens that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect and (i) the rights and interests of Buyer or any Affiliate of Buyer as provided in this Agreement or any agreement entered into pursuant to this Agreement.

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“ Pre-Effective Tax Period ” shall have the meaning set forth in Section 2.3(h) .

“ Products ” means all products of any Seller or International Subsidiary manufactured, advertised, promoted, distributed or sold under the Weider brand name.

“ Product Liabilities ” shall mean liabilities and obligations for property or economic damage, death or personal injury or other product or strict liability claim or similar claims arising from, caused by or attributable to, the manufacture, use, consumption or purchase of any Product.

“ Promissory Note ” shall have the meaning set forth in Section 2.8(g).

“ Proprietary Identifiers ” shall have the meaning set forth in Section 3.10 .

“ Purchase Price ” shall have the meaning set forth in Section 2.6(a) .

“ SEC ” shall mean the United States Securities and Exchange Commission.

“ Section 1060 Statements and Forms ” means a statement described in Treasury Regulation Section 1.1060-1(e) and any corresponding provision of any Tax Law with respect to Buyer’s acquisition of the Weider Branded Business and all returns, documents, statements and other forms that are required to be submitted in accordance with applicable Tax Laws in connection therewith, including U.S. Internal Revenue Form 8594 (together with any schedules or attachments thereto).

“ Seller Group ” shall have the meaning set forth in Section 2.10(a) .

“ Sellers ” shall have the meaning set forth in the first paragraph hereof.

“ Selling Stockholders ” shall mean WNI, WNG, WNG Holdings, WNI UK and Weider Nutrition BV collectively.

“ Special Committee ” shall have the meaning set forth in Section 2.7(j) .

“ Straddle Period ” shall mean a taxable period beginning before the Effective Date and ending after the Effective Date with respect to the Weider Assets.

“ Superior Offer ” shall have the meaning set forth in Section 9.1(c).

“ Tax Claim ” shall have the meaning set forth in Section 6.8(a) .

“ Taxes ” or “ Tax ” shall mean (a) any foreign, federal, state or local income, earnings, profits, gross receipts, franchise, capital stock, net worth, sales, use, value added, occupancy, general property, real property, personal property, intangible property, transfer, fuel, excise, parking, payroll, withholding, unemployment compensation, social security, retirement or other tax of any nature; (b) any foreign, federal, state or local organization fee, qualification fee, annual report fee, filing fee, occupation fee, assessment, other fee or charge of any nature imposed by a governmental body; or (c) any deficiency, interest or penalty imposed with respect to any of the foregoing.

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“ Tax Laws ” shall mean the Code, federal, state, local or foreign laws relating to Taxes and any regulations or official administrative pronouncements released thereunder.

“ Tax Return ” shall mean all returns and reports, amended returns, information returns, statements, declarations, estimates, schedules, notices, notifications, forms, elections, certificates or other documents required to be filed or submitted to any Governmental Authority with respect to the determination, assessment, collection or payment of any Tax or in connection with the administration, implementation or enforcement of, or compliance with, any Tax.

“ Third-Party Claims ” shall have the meaning set forth in Section 2.10(c) .

“ U.S. Transition Services Agreement ” shall have the meaning set forth in Section 2.7(e) .

“ Weider Assets ” shall have the meaning set forth in Section 2.2 .

“ Weider Books and Records ” shall mean originals or copies of, including relevant parts or portions of, all books and records of Sellers and its subsidiaries (including the International Subsidiaries) relating exclusively to the operations of the Weider Branded Business, including all customer lists, mailing lists, distribution lists, price lists, advertiser lists, sponsor lists, promotional and other contact lists and all promotional and purchasing materials used exclusively in the Weider Branded Business.

“ Weider Branded Business ” shall have the meaning set forth in the Recitals.

“ Weider Contracts ” shall mean, other than the Excluded Contracts, all: (a) Contracts related exclusively to the Domestic Business pursuant to which any third party purchases the Products from Sellers, (b) Contracts pursuant to which Sellers purchase any materials from any third party for use exclusively in connection with the Domestic Business, (c) Contracts exclusively relating to the distribution of the Products by the Domestic Business, (d) Contracts involving any royalty, licensing or similar arrangement relating exclusively to the Products, (e) Contracts related exclusively to the Domestic Business pursuant to which any services are provided to Sellers exclusively with respect to the Products or the Domestic Business, (f) other Contracts entered into by Sellers from the date hereof to the Closing Date exclusively relating to the Weider Domestic Assets or the Domestic Business and (g) all Contracts listed on Schedule 1(a) .

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“ Weider Domestic Assets ” shall have the meaning set forth in Section 2.2 .

“ Weider Employees ” shall mean the individuals listed on Schedule 1(b) hereto that are employed by Sellers immediately prior to the Effective Date that will be employed by Buyer from and after the Effective Date.

“ Weider France ” shall have the meaning set forth in the Recitals.

“ Weider Germany ” shall have the meaning set forth in the Recitals.

“ Weider Lease ” means the lease listed on Schedule 1(c) hereto.

“ Weider Liabilities ” shall have the meaning set forth in Section 2.4 .

“ Weider Nutrition BV ” shall mean Weider Nutrition BV.

“ Weider Permits ” shall have the meaning set forth in Section 2.2(n) .

“ Weider Spain ” shall have the meaning set forth in the Recitals.

“ Weider UK ” shall have the meaning set forth in the Recitals.

“ WGN ” shall have the meaning set forth in the first paragraph hereof.

“ WHF ” shall have the meaning set forth in the first paragraph hereof.

“ WNG ” shall have the meaning set forth in the first paragraph hereof.

“ WNG Canada ” shall have the meaning set forth in the Recitals.

“ WNG Holdings ” shall mean WNG Holdings (International) LTD, Inc.

“ WNG UK ” shall have the meaning set forth in the Recitals.

“ WNI ” shall have the meaning set forth in the first paragraph hereof.

“ WNI UK ” shall mean Weider Nutrition (WNI) Limited.

ARTICLE II

Closing; Purchase and Sale

Section 2.1. Time and Place of Closing . The closing (the “ Closing ”) of the purchase of the Weider Assets and the assumption of the Weider Liabilities (as provided for in this Article II ) shall take place on the Closing Date at 10:00 A.M., Pacific Standard Time, at the offices of Greenberg Glusker Fields Claman Machtinger & Kinsella LLP, 1900 Avenue of the Stars, 21 ^st Floor, Los Angeles, California 90067.

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Section 2.2. Assets Being Sold . Upon the terms and subject to the satisfaction of all of the conditions set forth herein, on the Closing Date Sellers will, and will cause their subsidiaries to, sell, convey, assign, transfer and deliver to Buyer, with such sale, conveyance, assignment, transfer and delivery being deemed effective as of the Effective Date, all of Sellers’ and Sellers’ subsidiaries right, title and interest in the International Subsidiary Stock and the Weider Domestic Assets (collectively, the “ !Weider Assets ”), and Buyer will purchase, acquire, accept and pay for, as hereinafter provided, the Weider Assets and will assume and agree to pay, perform and discharge when due the Weider Liabilities. Furthermore, the parties acknowledge that the Sellers have previously delivered to Buyer the Balance Sheet. For purposes of this Agreement, “ Weider Domestic Assets ” shall mean all of the right, title and interest of Sellers and their subsidiaries in and to all of the assets, properties and rights, whether tangible or intangible, referred to in Paragraphs (a)-(p) immediately below that are exclusively used in, or exclusively related to, the Domestic Business ( provided , however , that notwithstanding the foregoing and the items set forth in Paragraphs (a)-(p) immediately below, the Weider Domestic Assets shall not include any of the Excluded Assets):

(a) all of the Weider Contracts;

(b) all software, software systems, databases and database systems, whether owned, leased or licensed by Sellers listed on Schedule 2.2(b) ;

(d) all customer lists, mailing lists, distribution lists, price lists, advertiser lists and other contact lists;

(e) all promotional materials and records;

(f) all accounts receivable;

(g) all credits, prepaid expenses and security deposits of Sellers;

(h) all of the Intangibles and all rights thereunder or in respect thereof, including, but not limited to, rights to sue for and remedies against past, present and future infringements thereof, and rights of priority and protection of interests therein under the laws of any jurisdiction worldwide and all tangible embodiments thereof;

(i) all guarantees, warranties, indemnities and similar rights in favor of the Sellers with respect to any Weider Domestic Asset to the extent transferable;

(j) all office equipment listed on Schedule 2.2(j) ;

(k) all of Sellers’ right, title and interest under the Weider Lease;

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(l) any interest in or right to any refund of Taxes relating to the Weider Domestic Assets, the Domestic Business or the Weider Liabilities to the extent such Taxes are for, or applicable to, any taxable period (or portion thereof) beginning after the Effective Date (a “ Post-Effective Tax Period ”);

(m) to the extent their transfer is permitted by Applicable Law, all Weider Books and Records;

(n) to the extent their transfer is permitted by Applicable Law and assignable under the terms thereof, all approvals, permits and authorizations of, or issued by, any Governmental Authority, including all applications therefore, related exclusively to the Domestic Business (the “ Weider Permits ”);

(o) all goodwill relating to, or arising from, the Domestic Business; and

(p) except as provided for in Section 2.3 hereof, any and all other assets of Sellers, real or personal, tangible or intangible, not listed above that are exclusively used in or exclusively related to the Domestic Business.

Section 2.3. Excluded Assets . The Weider Assets shall not include (and Sellers shall retain all rights in) any assets of Sellers other than the Weider Assets (the “ Excluded Assets ”). Without limiting the generality of the foregoing, the Excluded Assets shall include, and Buyer acknowledges that there shall be excluded from the Weider Assets, the following:

(a) Sellers’ and their subsidiaries’ (excluding the International Subsidiaries) corporate books and records, tax records, work papers and other books and records, other than the Weider Books and Records;

(b) Weider Books and Records that Sellers are required by Applicable Laws to retain;

(c) all human resources and other employee-related files and records related to non-Weider Employees and, to the extent required by Applicable Law, Weider Employees;

(d) all software, software systems, databases and database systems, whether owned, leased or licensed by Sellers except those listed on Schedule 2.2(b) (excluding those owned exclusively by the International Subsidiaries);

(e) all computers, printers, photocopiers, and other similar tangible personal property owned by any Seller except those listed on Schedule 2.2(j) (excluding those owned exclusively by the International Subsidiaries);

(f) any insurance policies of Sellers or its Subsidiaries (excluding the International Subsidiaries) or rights thereunder or proceeds thereof;

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(g) all guarantees, warranties, indemnities and similar rights in favor of the Sellers or any of their Affiliates to the extent relating to (i) any other Excluded Asset, (ii) any Excluded Liability or (iii) any matter to the extent Sellers indemnify Buyer pursuant to Article X hereof;

(h) any interest in or right to any refund of Taxes of Sellers or their subsidiaries for any period, and any interest in or right to any refund of Taxes relating to the Weider Assets (other than refunds of Taxes to any International Subsidiary), the Weider Branded Business or the Weider Liabilities for, or applicable to, any taxable period (or portion thereof) ending on or prior to the Effective Date (a “ Pre-Effective Tax Period ”);

(i) any other assets of Sellers listed on Schedule 2.3(i) ;

(j) any Contracts listed on Schedule 2.3(j) (the “ Excluded Contracts ”); and

(k) all intellectual property rights not related exclusively to the Weider Branded Business, including, without limitation, related to Sellers’ Schiff, Tiger’s Milk, Multipower and Multaben branded products.

Section 2.4. Assumed Liabilities . On and subject to the terms and conditions set forth in this Agreement, effective as of the Effective Date, Buyer shall assume from Sellers and its subsidiaries and pay, discharge, perform or otherwise satisfy the following liabilities and obligations (whether or not fixed, contingent or absolute, accrued or unaccrued, known or unknown), other than the Excluded Liabilities:

(a) all obligations and liabilities of the International Subsidiaries and the Selling Stockholders associated with, or resulting from, the purchase and ownership of the International Subsidiary Stock, including the promissory notes and other arrangements listed on Schedule 5.6(a) ;

(b) all obligations and liabilities of Sellers reflected on the Balance Sheet, including, but not limited to, the following:

(i) accrued personnel-related expenses for Weider Employees (including, but not limited to, expenses related to their hiring, severance payments, bonuses, medical and workers’ compensation plans, accrued but unused vacation pay);

(ii) all legal expenses accrued in the ordinary course of business (not including Sellers’ legal expenses related to the transactions contemplated by this Agreement);

(iii) royalty payments;

(iv) lease obligations;

(v) non-U.S. income Taxes due related to the Weider Branded Business; and

(vi) outstanding debt.

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(c) all obligations and liabilities relating to trade accounts payable of the Weider Branded Business whether accrued or payable prior to or after the Effective Date;

(d) all obligations and liabilities relating to promotions, rebates, returns, broker commissions and chargebacks related to the Products occurring after the Effective Date (regardless of when manufactured or offered, as applicable);

(e) all obligations and liabilities relating to Taxes (including non-U.S. income Taxes), other than the Excluded Taxes;

(f) all obligations and liabilities associated with accounts receivables arising within seventy-five (75) days prior to the Effective Date and any arising thereafter;

(g) any severance costs and obligations related to Weider Employees arising after the Effective Date;

(h) all obligations and liabilities under the Weider Contracts, including any body builder contracts except as set forth on Schedule 2.4(h) ;

(i) Product Liabilities relating to the manufacturing, marketing, sale, distribution or use of a Product or the operation of the Weider Branded Business on or after the Effective Date (regardless of when manufactured);

(j) all obligations and liabilities relating to voluntary and involuntary recalls, seizures or withdrawals of Products occurring on or after the Effective Date (regardless of when manufactured);

(k) all obligations and liabilities under the Employment Agreements relating to employees of the Domestic Business;

(l) all obligations and liabilities with respect to the Weider Permits to the extent relating to the operation or conduct of the Weider Branded Business on and after the Effective Date;

(m) all obligations and liabilities under the Weider Lease; and

(n) all obligations and liabilities arising out of, or incident to, the operation of the Weider Branded Business on or after the Effective Date;

The foregoing liabilities being assumed by Buyer are referred to hereinafter collectively as the “ Weider Liabilities .”

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Section 2.5. Excluded Liabilities. Except as otherwise provided for in this Agreement, Buyer is not assuming and Sellers shall remain bound by and liable for and pay, perform or otherwise satisfy:

(a) all obligations and liabilities of Sellers or any of their Affiliates for Taxes to the extent provided in Article VI;

(b) all obligations and liabilities of Sellers or any of its subsidiaries (other than the International Subsidiaries) for borrowed money or in respect of any other long-term indebtedness, including indebtedness under any bank lines of credit or bank credit agreements except those obligations and liabilities relating exclusively to the Domestic Business to the extent they are set forth on the Balance Sheet;

(c) all obligations and liabilities of Sellers which are expressly retained by them pursuant to this Agreement and the Ancillary Agreements;

(d) all obligations and liabilities of Sellers under the Excluded Contracts;

(e) any severance costs and obligations related to United States-based employees of the Weider Branded Business other than the Weider Employees;

(f) all liabilities related to accounts receivable arising prior to seventy-five (75) days prior to the Effective Date;

(g) Product Liabilities relating to the marketing, advertising, sale, distribution or use of a Product and/or the operation of the Weider Branded Business, in each case, prior to the Effective Date; and

(h) any and all claims, liabilities and obligations relating to or arising from the Excluded Assets.

The foregoing liabilities not being assumed by Buyer are referred to hereinafter collectively as the “ Excluded Liabilities .”

Section 2.6. Consideration for the Weider Assets .

(a) Closing Date Purchase Price . In consideration of the sale, transfer, conveyance and assignment of the Weider Assets by Sellers (and its subsidiaries) to Buyer at the Closing, subject to the terms and conditions of this Agreement, Buyer shall pay to Sellers an aggregate amount equal to Fourteen Million Dollars ($14,000,000) (US), which shall be payable as follows: Twelve Million Nine Hundred Thousand Dollars in cash and One Million One Hundred Thousand Dollars ($1,100,000)(US) pursuant to the Promissory Note (the “ Purchase Price ”).

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(b) All payments to be made on the Closing Date pursuant to this Section 2.6 shall be made in United States Dollars, by wire transfer of immediately available funds to the account or accounts specified in writing by Sellers on or prior to the Closing Date.

Section 2.7. Deliveries by Sellers . At the Closing, Sellers shall deliver the following to Buyer:

(a) a duly executed bill of sale substantially in the form attached hereto as Exhibit 2.7(a) (the “ Bill of Sale ”) transferring to Buyer all of the personal property owned or held by Sellers as of the Effective Date which are included in the Weider Assets free and clear of any and all material Liens, security interests and encumbrances of any nature whatsoever;

(b) a duly executed instrument of assignment and assumption substantially in the form attached hereto as Exhibit 2.7(b) hereto (the “ Assignment and Assumption Agreement ”) pursuant to which Sellers will delegate to Buyer, and Buyer will assume, all of the Weider Liabilities;

(c) a duly executed instrument of assignment and assumption of the Intangibles substantially in the form attached hereto as Exhibit 2.7(c) hereto (the “ Assignment and Assumption of Intangibles Agreement ”);

(d) a duly executed amendment to the services agreement for Europe substantially in the form attached hereto as Exhibit 2.7(d)(i) , a duly executed distribution termination agreement between Haleko Italia srl and Weider Germany GmbH substantially in the form attached hereto as Exhibit 2.7(d)(ii) and a duly executed distribution termination agreement between Haleko Hanseatisches Lebensmittel Kontor GmbH & Co. OHG and Weider Nutrition, S.L. substantially in the form attached hereto as Exhibit 2.7(d)(iii) (collectively, the “ European Agreements ”);

(e) a duly executed transition services agreement for the United States substantially in the form attached hereto as Exhibit 2.7(e) (the “ U.S. Transition Services Agreement ”);

(f) a duly executed license agreement for the use of the Names substantially in the form attached hereto as Exhibit 2.7(f) (the “ Name License Agreement ”);

(g) a duly executed instrument of lease assignment and assumption substantially in the form attached hereto as Exhibit 2.7(g) (the “ Lease Assignment Agreement ”);

(h) a legal opinion substantially in the form attached hereto as Exhibit 2.7(h) (the “ Legal Opinion ”);

(i) a copy of the resignation(s) of Richard Blair required under Section 8.6 ;

(j) the officer’s certificate required under Section 7.1 (along with an incumbency certificate);

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(k) a copy of the resolutions adopted by the (i) Boards of Directors of each Seller and Selling Stockholder (other than in the case of WNI UK), in each case, authorizing the execution, delivery and performance of this Agreement by Sellers and the transfer and conveyance of the International Subsidiary Stock, as applicable, and (ii) the Special Committee of the Board of Directors (the “ Special Committee ”) recommending to the Board of Directors of WNI that the Sellers approve, execute, deliver and perform the Agreement; and certificates of the Secretary, Assistant Secretary or other authorized person of Sellers and each Selling Stockholder, as applicable, dated as of the Closing Date, that such resolutions were duly adopted and are in full force and effect as of the Closing Date;

(l) certified copies of the Certificate of Incorporation and the Bylaws of each Seller;

(m) to the extent applicable, stock certificates representing all of the issued and outstanding stock of all of the International Subsidiaries together with duly executed stock assignments separate from the stock certificates in favor of Buyer; and

(n) a copy of the Fairness Opinion.

Section 2.8. Deliveries by Buyer . At the Closing, Buyer shall deliver, and in the case of the Guarantee, shall cause WHF to deliver, the following to Sellers:

(a) Cash in the amount of Twelve Million Nine Hundred Thousand Dollars ($12,900,000), by wire transfer of immediately available funds to the bank account(s) designated by Sellers pursuant to Section 2.6(a) above;

(b) a duly executed copy of the Assignment and Assumption Agreement;

(d) a duly executed copy of the U.S. Transition Services Agreement;

(e) a duly executed copy of the Name License Agreement;

(f) a duly executed copy of the Lease Assignment Agreement;

(g) a duly executed promissory note in favor of the Sellers in the form attached hereto as Exhibit 2.8(g ) (the “ Promissory Note ”) pursuant to which Buyer agrees to pay Sellers the amount on the terms set forth therein;

(h) a duly executed guarantee in the form attached hereto as Exhibit 2.8(h ) pursuant to which WHF guarantees the obligations of Buyer under this Agreement and the Ancillary Agreements and agrees to be bound by the terms of Section 5.11 hereof (the “ Guarantee ”);

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(i) the officer’s certificate required under Section 8.1 ;

(j) cash in the amounts due to Sellers as set forth on Schedule 5.6(b) by wire transfer in immediately available funds to the account(s) designated by Sellers pursuant to Section 2.6(a) above;

(k) a certified copy of the Articles of Organization and Operating Agreement of Buyer;

(l) a certificate of good standing of Buyer from the Secretary of State of Nevada;

(m) a copy of the resolutions adopted by the Managing Member (as defined in the Buyer’s Operating Agreement) of Buyer authorizing the execution, delivery and performance of this Agreement by Buyer; and

(n) a copy of the resolutions adopted by the Board of Directors of the Managing Member of Buyer authorizing the Buyer, to execute, deliver and perform this Agreement.

Section 2.9. Assignment of Contracts and Rights .

(a) Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement (i) to transfer or assign any Weider Asset, or any claim, right or benefit arising under such Weider Asset, or (ii) to enter into or consummate any of the Ancillary Agreements if, without the consent of a third party, such transfer and assignment or other transaction would constitute a breach of, or default under, any agreement to which Sellers or their Affiliates are parties, or would, in any material way, adversely affect the rights of Buyer or its Affiliates or Sellers or their Affiliates under any Weider Asset.

(b) If any such consent is not obtained prior to Closing and as a result thereof Buyer shall be prevented by such third party from receiving the rights and benefits with respect to such Weider Asset (or such other transaction) intended to be transferred hereunder, or if an attempted assignment thereof (or such transaction) would be ineffective or would adversely affect the rights of Sellers thereunder so that Buyer would not in fact receive all such rights, Sellers and Buyer will cooperate in any lawful and commercially reasonable arrangement, as Buyer and Sellers shall agree, under which Buyer would, to the extent practicable, obtain the economic claims, rights and benefits under such asset and assume the economic burdens, liabilities and obligations with respect thereto in accordance with this Agreement, including by subcontracting, sublicensing, or subleasing to Buyer. Sellers will promptly pay to Buyer when received all monies received by Sellers under any such Weider Asset or any claim, right or benefit arising thereunder, and Buyer will indemnify and promptly pay Sellers for all liabilities of Sellers associated with such Weider Asset that arise due to the fact that such asset was not transferred to Buyer on the Closing Date.

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Section 2.10. Indemnification .

(a) Products Liability Indemnity . Sellers shall indemnify, defend and hold harmless Buyer, its Affiliates, shareholders, members, managers, officers, directors, successors, assigns and agents (collectively, “ Buyer Group ”) from and against all damages, losses, liabilities and expenses (including reasonable attorney’s fees) (hereinafter, a “ Loss ”) arising from claims asserted against, resulting to, imposed upon or incurred by any member of the Buyer Group relating to, or resulting from, any Product Liabilities for Products sold prior to the Effective Date, other than for claims that arise from the Weider Liabilities. Buyer shall indemnify, defend and hold harmless Sellers, its Affiliates, shareholders, officers, directors, successors, assigns and agents (collectively, “ Seller Group ”) from and against all damages, losses,

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