This AGREEMENT FOR SALE OF EQUIPMENT (this ?Agreement?) dated as of , by and between THE HAIN CELESTIAL GROUP, INC., a Delaware corporation, having its principal place of business at 4600 Sleepytime Drive, Boulder, CO 80301 (?Seller?), and , having its principal place of business at (?Buyer?).

WITNESSETH:
WHEREAS, Buyer desires to acquire from Seller certain of Seller?s equipment and machinery free and clear of all liens and encumbrances; and WHEREAS, Seller is willing to sell such equipment and machinery, subject to the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual promises and covenants herein set forth, and in consideration of other good and valuable consideration, the parties hereto agree as follows:
1. Sale of Equipment. Subject to and upon the terms and conditions of this Agreement, Seller hereby sells, transfers, assigns and conveys to Buyer, and Buyer hereby acquires, purchases and accepts from Seller, free and clear of all liens, claims and encumbrances, the equipment and machinery-listed and described on the schedule annexed hereto, made a part hereof and marked Listing 2. Purchase Price. The purchase price for all of the Equipment shall be (the ?Purchase Price?).
3. Title and Risk of Loss. Title to all Equipment shall remain in Seller until the Purchase Price and all additional costs and charges, as applicable, are paid by Buyer. Seller shall retain a security interest in, and right to repossess, any such Equipment until it is paid in full. Risk of loss shall pass to Buyer upon delivery to carrier.
4. Delivery Date. The promised delivery date is the best estimate possible. Seller shall have no liability for lost profits or incidental or consequential damage due to delays.
5. Expenses. Seller and Buyer shall each bear their own expenses, including legal and accounting fees, in connection with the transaction contemplated by this Agreement, including the negotiation, preparation, execution and performance of this Agreement.
6. Disclaimer of Warranties. ALL GOODS ARE PURCHASED BY THE BUYER "AS IS" AND "WITH ALL FAULTS", AND SELLER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS, OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER MATTER WITH RESPECT TO THE GOODS. EAST\148622258.2 2
7. Limitation of Liability. In the event Buyer claims that Seller has breached any of its obligations under this Agreement, Seller may request and require return of the Equipment and refund the Purchase Price upon Seller?s receipt of the Equipment. If Seller so requests the return of the Equipment, the Equipment shall be redelivered per Seller?s instructions at Buyer?s expense. In such event, Seller shall absolutely have no further obligation to Seller except to refund the Purchase Price. THE REMEDY PROVIDED FOR IN THIS PARAGRAPH SHALL CONSTITUTE THE SOLE RECOURSE OF BUYER AGAINST SELLER FOR BREACH OF ANY OF SELLER?S OBLIGATIONS UNDER THIS AGREEMENT, WHETHER THE CLAIM IS MADE IN TORT, CONTRACT, OR IN ADMIRALTY, EXCEPT TO THE EXTENT ARISING FROM THE NEGLIGENCE OR INTENTIONAL MISCONDUCT OF SELLER. Any cause of action against Seller arising out of this Agreement must be brought within one year after the cause of action has accrued or be forever barred. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL SELLER BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, NOR SHALL SELLER?S LIABILITY FOR ANY CLAIMS OR DAMAGE ARISING OUT OF OR CONNECTED WITH THIS AGREEMENT, OR THE MANUFACTURE, SALE, DELIVERY, OR USE OF THE EQUIPMENT EXCEED THE PURCHASE PRICE THEREOF EXCEPT TO THE EXTENT ARISING FROM THE NEGLIGENCE OR INTENTIONAL MISCONDUCT OR SELLER.
8. Entire Agreement. All understandings and agreements between the parties are merged into this Agreement which fully and completely expresses their agreement and supersedes any prior agreement or understanding relating to the subject matter hereof. No amendment of this Agreement shall be effective unless in writing and duly executed by each party.
9. Further Assurances. Each of the parties hereto agrees that they will, whenever and as often as they shall be requested to do so by the other party hereto, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, any and all further instruments that may be necessary and expedient in order to consummate the transaction contemplated by this Agreement and do any and all further acts and things that may be necessary or expedient in order to carry out the purpose and intent of this Agreement.
10. Contingencies. Seller shall not be liable for any default or delay in performance if caused, directly or indirectly, by acts of God; war; force of arms; tire; the elements; riot; labor disputes; picketing or other labor controversies; sabotage; civil commotion; accidents; any governmental action, prohibition or regulation; delay in transportation facilities; shortage or breakdown of or inability to obtain or non-arrival of any labor, material, or equipment used in the manufacture of the Equipment; failure of any party to perform any contract with Seller relative to the production of the Equipment; or from any cause whatsoever beyond Seller?s control, whether or not such cause be similar or dissimilar to those enumerated. Seller shall promptly notify Buyer of the happening of any such contingency and the contemplated effect thereof on the manufacture and/or delivery of the Equipment.
11. Counterparts. This Agreement may be executed in several counterparts, all of which taken together shall constitute one instrument. EAST\148622258.2 3
12. Headings. The headings of the paragraphs of this Agreement are inserted for convenience and reference only and shall not be deemed to affect the meaning or construction of any of the provisions hereof.
13. Binding Effect. This Agreement shall be binding upon and inure to the benefit of Seller and Buyer and their respective successors and assigns, but may not be assigned without the prior written consent of the non-assigning party.
14. Applicable Law. This Agreement has been executed and delivered and shall be construed and enforced in accordance with the laws of the State of New York, including, but not limited to, matters of construction, validity and performance.
15. Miscellaneous. The invalidity of any part of this Agreement shall not affect the validity of the remaining provisions. No waiver shall be effective against either Buyer or Seller, as applicable, unless such party agrees to the same in writing.
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[Signature Page to Agreement for Sale of Equipment]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first written above.
THE HAIN CELESTIAL GROUP, INC.

By:
Name:
Title: