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Exhibit 4.3    
    



	COMMON STOCK	 	 	 	COMMON STOCK
	

HLF	
 	

 	
 	

 
	
THIS CERTIFICATE IS TRANSFERABLE IN

NEW YORK, NY AND RIDGEFIELD PARK, NJ	
 	
HERBALIFE®	
 	
CUSIP G44126 10 1
 SEE REVERSE FOR CERTAIN DEFINITIONS
	 	 	INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS

	 	 





THIS CERTIFIES THAT  


is the record holder of  


FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $.002 PAR VALUE PER SHARE, OF
 HERBALIFE LTD.  


transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed.
This certificate is not valid until countersigned and registered by the Transfer Agent and Registrar. 


        WITNESS
the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. 


DATED:




	/s/  B.R. CHAPMAN      
 SECRETARY	 	[SEAL]	 	/s/  M. O. JOHNSON      
 CHIEF EXECUTIVE OFFICER







COUNTERSIGNED AND REGISTERED: 




MELLON INVESTOR SERVICES LLC  






TRANSFER
AGENT

AND REGISTRAR 









BY









AUTHORIZED
SIGNATURE 

























HERBALIFE LTD.  


        The Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Such requests shall be made to the
Corporation's Secretary at the principal office of the Corporation. 



        KEEP
THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN OR DESTROYED THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE. 


        The
following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or
regulations. 



	TEN COM	 	–	 	as tenants in common	 	UNIF GIFT MIN ACT–	 	                                        
 	 	Custodian	 	                                        
 
	TEN ENT	 	–	 	as tenants by the entireties	 	 	 	(Cust)	 	 	 	(Minor)
	JT TEN	 	–	 	as joint tenants with right of	 	 	 	 	 	 	 	 
	 	 	 	 	survivorship and not as	 	 	 	under Uniform Gifts to Minors
	 	 	 	 	tenants in common	 	 	 	Act
                                         
                                          
             
	 	 	 	 	 	 	 	 	(State)
	

 	
 	

 	
 	

 	
 	

UNIF TRF MIN ACT–	
 	

                                         
 	
 	

Custodian (until age       )
	 	 	 	 	 	 	 	 	(Cust)	 	 	 	 
	 	 	 	 	 	 	 	 	                                        
               under Uniform Transfers
	 	 	 	 	 	 	 	 	                        (Minor)	 	 	 	 
	

 	
 	

 	
 	

 	
 	

 	
 	

to Minors Act
                                         
                      
	 	 	 	 	 	 	 	 	            (State)






Additional abbreviations may also be used though not in the above list. 


For
Value received,
                                         
                                          
                                          
                    hereby sell, assign and transfer unto
 


PLEASE
INSERT SOCIAL SECURITY OR

OTHER IDENTIFYING NUMBER OF ASSIGNEE 


                                        
        

                                         
       



                                        
                                          
                                         
                                          
                                          
                     


(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE) 


                                        
                                          
                                         
                                          
                                          
                     

 


                                        
                                          
                                         
                                          
                                          
                     

 


                                        
                                          
                                         
                                          
                                          
         
Shares

of the Common Stock represented by the within Certificate, and do(es) hereby irrevocably constitute and appoint

                                         
                                          
                                          
                                         
                                          
         Attorney

to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. 



	Dated:                                       
                     	 	X	 	

	 	 	X	 	

	 	 	 	 	NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST

                  CORRESPOND WITH THE NAME(S) AS WRITTEN UPON

                  THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR

                  WITHOUT ALTERATION OR ENLARGEMENT OR ANY

                  CHANGE WHATEVER.





SIGNATURE(S) GUARANTEED: 



	By	

	THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION
PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.















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Exhibit 4.3