Schiff Nutrition International, Inc. Sample Contracts

Schiff Nutrition International, Inc. – SECOND AMENDED AND RESTATED BYLAWS of SCHIFF NUTRITION INTERNATIONAL, INC. EFFECTIVE DECEMBER 17, 2012 (December 17th, 2012)
Schiff Nutrition International, Inc. – SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SCHIFF NUTRITION INTERNATIONAL, INC. (December 17th, 2012)

SEVENTH. The number of directors of the corporation shall be fixed by, or in the manner provided in, the bylaws of the Corporation.

Schiff Nutrition International, Inc. – AGREEMENT AND PLAN OF MERGER among Reckitt Benckiser LLC, Ascot Acquisition Corp., Schiff Nutrition International, Inc. and Reckitt Benckiser Group plc (solely for purposes of Section 6.17 hereof) Dated as of November 21, 2012 (November 21st, 2012)

THIS AGREEMENT AND PLAN OF MERGER, dated as of November 21, 2012 (this “Agreement”), is entered into by and among Reckitt Benckiser LLC, a Delaware limited liability company (“Parent”), Ascot Acquisition Corp., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), and Schiff Nutrition International, Inc., a Delaware corporation (the “Company”) and, solely for the purposes of Section 6.17 hereof, Reckitt Benckiser Group plc, a public limited company organized under the laws of England and Wales (“Guarantor”). All capitalized terms used in this Agreement will have the meanings assigned to such terms in Section 9.4 or as otherwise defined elsewhere in this Agreement.

Schiff Nutrition International, Inc. – Bayer HealthCare VIA FACSIMILE Schiff Nutrition International, Inc. 2002 South 5070 West Salt Lake City, UT 84104-4726 Attention: General Counsel Facsimile No.: (801) 975-1924 Re: Agreement and Plan of Merger Dear Mr. Milsten: Reference is made to: (i) that certain Agreement and Plan of Merger, dated as of October 29, 2012 (the “Merger Agreement”), by and among Bayer HealthCare LLC, a Delaware limited liability company (“Parent”), Willow Road Company, a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), and Schiff Nutrition International, Inc., a Delaware corporation (November 20th, 2012)
Schiff Nutrition International, Inc. – AGREEMENT AND PLAN OF MERGER among Bayer HealthCare LLC, Willow Road Company and Schiff Nutrition International, Inc. Dated as of October 29, 2012 (October 30th, 2012)

THIS AGREEMENT AND PLAN OF MERGER, dated as of October 29, 2012 (this “Agreement”), is entered into by and among Bayer HealthCare LLC, a Delaware limited liability company (“Parent”), Willow Road Company, a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), and Schiff Nutrition International, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement will have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement.

Schiff Nutrition International, Inc. – October 29, 2012 (October 30th, 2012)

Reference is made to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended from time to time, the “Merger Agreement”), by and among Bayer HealthCare LLC, a Delaware limited liability company (“Parent”), Willow Road Company, a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), and Schiff Nutrition International, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined in this letter agreement will have the meanings set forth in the Merger Agreement.

Schiff Nutrition International, Inc. – News Release Bayer AG Communications 51368 Leverkusen Germany Tel. +49 214 30-1 www.press.bayer.com (October 30th, 2012)

Strategic move to significantly strengthen Consumer Care business of Bayer: Transaction includes MegaRed®, Move Free® and Airborne® brands

Schiff Nutrition International, Inc. – October 29, 2012 (October 30th, 2012)

Reference is made to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended from time to time, the “Merger Agreement”), by and among Bayer HealthCare LLC, a Delaware limited liability company (“Parent”), Willow Road Company, a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), and Schiff Nutrition International, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined in this letter agreement will have the meanings set forth in the Merger Agreement.

Schiff Nutrition International, Inc. – FORM OF EMPLOYMENT AGREEMENT (October 3rd, 2012)

This Employment Agreement (the “Agreement”) is made and entered into as of __________, 2011, with employment effective as of __________, 2011 (the “Effective Date), by and between Schiff Nutrition International, Inc., a Delaware corporation (together with any of its current or future subsidiaries or affiliates as may employ the Executive from time to time, the “Company”), and ___________ (the “Executive”).

Schiff Nutrition International, Inc. – AMENDED AND RESTATED AGREEMENT (October 3rd, 2012)

THIS AMENDED AND RESTATED AGREEMENT (this “Agreement”) is entered into effective as of September 28, 2010 (the “Effective Date”) by and between Joseph W. Baty, an individual residing at [Home Address], Utah 84104 (“Executive”), and Schiff Nutrition Group, Inc., a Utah corporation with offices located at 2002 South 5070 West, Salt Lake City, Utah 84104 (the “Company”).

Schiff Nutrition International, Inc. – SCHIFF NUTRITION INTERNATIONAL, INC. ANNOUNCES FISCAL 2013 FIRST QUARTER RESULTS – Raises Fiscal 2013 Financial Guidance – (September 18th, 2012)

Salt Lake City, Utah, September 18, 2012: Schiff Nutrition International, Inc., (NYSE: SHF), announced results for the fiscal 2013 first quarter ended August 31, 2012.

Schiff Nutrition International, Inc. – INDEMNIFICATION AGREEMENT (August 14th, 2012)

This Indemnification Agreement ("Agreement") is made as of August 10, 2012 by and between Schiff Nutrition International, Inc., a Delaware corporation (the "Company"), and Eric Weider, an individual ("Indemnitee").

Schiff Nutrition International, Inc. – FIRST AMENDMENT TO BUILD-TO-SUIT LEASE AGREEMENT (August 14th, 2012)

This First Amendment to Build-To-Suit Lease Agreement (the “First Amendment”) is made and entered into by and between VERDE SOUTH 5070 WEST, LLC, a Delaware limited liability company (“Landlord”), and SCHIFF NUTRITION GROUP, INC., a Utah corporation, formerly known as Weider Nutrition Group, Inc. (“Tenant”). This First Amendment shall be effective for all purposes upon the full and complete execution hereof by Landlord and Tenant (the “Effective Date”).

Schiff Nutrition International, Inc. – REGISTRATION RIGHTS AGREEMENT BY AND AMONG SCHIFF NUTRITION INTERNATIONAL, INC. AND THE STOCKHOLDERS NAMED HEREIN Dated as of August 10, 2012 (August 14th, 2012)

REGISTRATION RIGHTS AGREEMENT, dated as of August 10, 2012 (this “Agreement”), by and among Schiff Nutrition International, Inc., a Delaware corporation (“Parent”), TPG STAR SNI, L.P., a Delaware limited partnership (“TPG”) and Weider Health and Fitness, a Nevada corporation (“WHF”, and together with TPG, the “Holders”).

Schiff Nutrition International, Inc. – FORM OF INDEMNIFICATION AGREEMENT (August 14th, 2012)

This Indemnification Agreement ("Agreement") is made as of ___________, 2012 by and between Schiff Nutrition International, Inc., a Delaware corporation (the "Company"), and __________, an individual ("Indemnitee").

Schiff Nutrition International, Inc. – SCHIFF NUTRITION INTERNATIONAL, INC. ANNOUNCES FISCAL 2012 FOURTH QUARTER AND YEAR-END RESULTS –Fiscal 2012 fourth quarter revenue increased 30% with branded sales up 59%– (July 31st, 2012)

Salt Lake City, Utah, July 31, 2012: Schiff Nutrition International, Inc., (NYSE: SHF), announced results for the three- and twelve-month periods ended May 31, 2012.

Schiff Nutrition International, Inc. – SCHIFF NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA FINANCIAL INFORMATION (June 13th, 2012)
Schiff Nutrition International, Inc. – STOCK PURCHASE AGREEMENT by and among AIRBORNE, INC., GF CONSUMER HEALTH, LLC, GF CAPITAL PRIVATE EQUITY FUND, L.P., and SCHIFF NUTRITION GROUP, INC. Dated as of March 30, 2012 (April 2nd, 2012)

This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of March 30, 2012, is entered into by and among Airborne, Inc., a Delaware corporation (the “Company”), GF Consumer Health, LLC, a Delaware limited liability company (“Seller”), GF Capital Private Equity Fund, L.P., a Delaware limited partnership (“Parent”), solely for purposes of Sections 2.3, 2.4, 7.1, 7.3, 7.4, 7.7, 8.1-8.6, and 9.1-9.13, and Schiff Nutrition Group, Inc., a Utah corporation (“Buyer”).

Schiff Nutrition International, Inc. – COLLATERAL AGREEMENT dated as of March 30, 2012, among SCHIFF NUTRITION INTERNATIONAL, INC., SCHIFF NUTRITION GROUP, INC., THE OTHER GRANTORS PARTY HERETO FROM TIME TO TIME and ROYAL BANK OF CANADA, as Administrative Agent (April 2nd, 2012)

COLLATERAL AGREEMENT dated as of March 30, 2012 (this “Agreement”), among SCHIFF NUTRITION INTERNATIONAL, INC. (“Holdings”), SCHIFF NUTRITION GROUP, INC. (the “Borrower”), the other GRANTORS from time to time party hereto and ROYAL BANK OF CANADA, as Administrative Agent.

Schiff Nutrition International, Inc. – CREDIT AGREEMENT dated as of March 30, 2012, among SCHIFF NUTRITION INTERNATIONAL, INC., as Holdings, SCHIFF NUTRITION GROUP, INC., as Borrower, THE LENDERS PARTY HERETO and ROYAL BANK OF CANADA, as Administrative Agent (April 2nd, 2012)

CREDIT AGREEMENT dated as of March 30, 2012 (this “Agreement”), among SCHIFF NUTRITION INTERNATIONAL, INC., a Delaware corporation (“Holdings”), SCHIFF NUTRITION GROUP, INC., a Utah corporation (the “Borrower”), the LENDERS party hereto, ROYAL BANK OF CANADA, as an Issuing Bank and the Swingline Lender, and ROYAL BANK OF CANADA, as Administrative Agent.

Schiff Nutrition International, Inc. – MASTER GUARANTEE AGREEMENT dated as of March 30, 2012, among SCHIFF NUTRITION INTERNATIONAL, INC., THE SUBSIDIARY GUARANTORS FROM TIME TO TIME PARTY HERETO and ROYAL BANK OF CANADA, as Administrative Agent (April 2nd, 2012)

MASTER GUARANTEE AGREEMENT dated as of March 30, 2012 (this “Agreement”), among SCHIFF NUTRITION INTERNATIONAL, INC. (“Holdings”), the SUBSIDIARY GUARANTORS from time to time party hereto and ROYAL BANK OF CANADA, as Administrative Agent, on behalf of itself and the other Guaranteed Parties.

Schiff Nutrition International, Inc. – SUPPLY AGREEMENT by and between AKER BIOMARINE ANTARCTIC US INC. and SCHIFF NUTRITION GROUP, INC. (October 6th, 2011)

This Supply Agreement is entered into as of July 5, 2011 (the “Effective Date”) by and between Aker BioMarine Antarctic US Inc., 410 Newport Way NW, Suite D, Issaquah, WA 98027 USA (the “Supplier”) and Schiff Nutrition Group, Inc., 2002 S. 5070 West, Salt Lake City, UT, U.S.A. 84104 (the “Customer”).

Schiff Nutrition International, Inc. – SCHIFF NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA FINANCIAL INFORMATION (August 12th, 2011)

The following are the unaudited pro forma consolidated financial statements of Schiff Nutrition International, Inc. and Subsidiaries (“Schiff,” “we,” “us” or “our”) as of and for the nine months ended February 28, 2011, and for the year ended May 31, 2010. The unaudited pro forma consolidated balance sheet assumes that our acquisition (the “Acquisition” or “Business Acquired”) on June 1, 2011 of certain inventory, receivables and intellectual property, among other things (collectively, the “Assets”) and assumption of certain liabilities (the “Liabilities”) from Ganeden Biotech, Inc. (“Ganeden”), occurred as of February 28, 2011. The unaudited pro forma consolidated statement of operations for the nine months ended February 28, 2011 assumes that the Acquisition occurred on June 1, 2010. The unaudited pro forma consolidated statement of operations for the year ended December 31, 2010 assumes that the Acquisition occurred on June 1, 2009. These transaction adjustments are presented in the

Schiff Nutrition International, Inc. – SCHIFF NUTRITION AND AKER BIOMARINE SIGN LONG-TERM KRILL OIL SUPPLY AGREEMENT - Plan to Collaborate on Future Innovations - (July 6th, 2011)

This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

Schiff Nutrition International, Inc. – ASSET PURCHASE AGREEMENT by and between GANEDEN BIOTECH, INC. (“Seller”) SCHIFF NUTRITION GROUP, INC. (“Purchaser”) and with respect to Article 7 only (“Escrow Agent”) DATED AS OF June 1, 2011 (June 3rd, 2011)

THIS ASSET PURCHASE AGREEMENT (collectively with the Exhibits, Disclosure Schedules and Schedules referred to herein, this “Agreement”) is made as of June 1, 2011, by and between Ganeden Biotech, Inc., a Delaware corporation (“Seller”), Schiff Nutrition Group, Inc., a Utah corporation (“Purchaser”) and with respect to Article 7 only, U.S. Bank National Association, a national banking association, as escrow agent (“Escrow Agent” and with Seller and Purchaser, each a “Party” and, together, the “Parties”).

Schiff Nutrition International, Inc. – AMENDMENT NO. 1 Dated as of May 31, 2011 To LOAN AGREEMENT Dated as of August 18, 2009 (June 3rd, 2011)

This AMENDMENT NO. 1 (this “Amendment”) dated as of May 31, 2011 is entered into between SCHIFF NUTRITION GROUP, INC., a Utah corporation, as Borrower, and the Lenders that are a party hereto, including U.S. BANK NATIONAL ASSOCIATION, in its capacity as a Lender and as administrative agent for the Lenders. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto in the “Loan Agreement” referred to below.

Schiff Nutrition International, Inc. – INTELLECTUAL PROPERTY LICENSE AGREEMENT by and between GANEDEN BIOTECH, INC. (“Ganeden” or “Licensor”) and SCHIFF NUTRITION GROUP, INC. (“Licensee”) DATED AS OF June 1, 2011 (June 3rd, 2011)

This Intellectual Property License Agreement (“Agreement”) is dated as of June 1, 2011 (“Effective Date”), by and between Ganeden Biotech, Inc., a Delaware corporation, having its principal place of business at 5915 Landerbrook Dr, Suite #304, Mayfield Heights, OH 44124 (“Ganeden” or “Licensor”) and Schiff Nutrition Group, Inc., a Utah corporation its principal place of business at 2002 South 5070 West, Salt Lake City, Utah 84104 (“Purchaser” or “Licensee”).

Schiff Nutrition International, Inc. – EMPLOYMENT AGREEMENT (February 18th, 2011)

This Employment Agreement (the “Agreement”) is made and entered into as of February 17, 2011, with employment effective as of March 7, 2011 (the “Effective Date), by and between Schiff Nutrition International, Inc., a Delaware corporation (together with any of its current or future subsidiaries or affiliates as may employ the Executive from time to time, the “Company”), and Tarang Amin (the “Executive”).

Schiff Nutrition International, Inc. – SEPARATION AGREEMENT (February 18th, 2011)

This Separation Agreement (the “Agreement”) is entered into as of February 17, 2011, by and between Schiff Nutritional International, Inc., a Delaware corporation (the “Company”) and Bruce J. Wood (the “Executive”).

Schiff Nutrition International, Inc. – AMENDMENT NO. 4 TO THE SCHIFF NUTRITION INTERNATIONAL, INC. 2004 INCENTIVE AWARD PLAN (February 18th, 2011)

This Amendment No. 4 (the “Amendment”) to the Schiff Nutrition International, Inc. 2004 Incentive Award Plan (the “Plan”), is adopted by Schiff Nutrition International, Inc., a Delaware corporation (the “Company”), effective on , 2011. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings assigned to them in the Plan.

Schiff Nutrition International, Inc. – STANDSTILL AGREEMENT (October 15th, 2010)

This Standstill Agreement (this “Agreement”), dated as of October 14, 2010, is by and between Schiff Nutrition International, Inc., a Delaware corporation (the “Company”) and TPG STAR SNI, L.P., a Delaware limited partnership (the “Purchaser”).

Schiff Nutrition International, Inc. – LOAN AGREEMENT by and among SCHIFF NUTRITION GROUP, INC. as Borrower and the Lenders from time to time party hereto, including U.S. BANK NATIONAL ASSOCIATION, in its capacity as a Lender and as administrative agent for the Lenders, the “Agent” Dated as of August 18, 2009 (August 17th, 2010)

THIS LOAN AGREEMENT (this “Agreement”) is made and entered into as of the 18th day of August, 2009, by and among SCHIFF NUTRITION GROUP, INC., a Utah corporation (“Borrower”), and the Lenders from time to time party hereto, including U.S. BANK NATIONAL ASSOCIATION, in its capacity as a Lender and as administrative agent for the Lenders under this Agreement (in such capacity, the “Agent”).

Schiff Nutrition International, Inc. – SALES AGREEMENT between Aker BioMarine Antarctic AS, Organisation No. 988354139 (the “Supplier”) and Schiff Nutrition Group, Inc. (the “Customer”) (September 4th, 2009)

This Sales Agreement is entered into as of August 31, 2009 (the “Effective Date”) by and between Aker BioMarine Antarctic AS (Organisation No. 988354139), Fjordalleen 16, N-0112 Oslo, Norway (the “Supplier”) and Schiff Nutrition Group, Inc., 2002 S. 5070 West, Salt Lake City, UT, U.S.A. 84104-4726 (the “Customer”).

Schiff Nutrition International, Inc. – CONTINUING AND UNCONDITIONAL GUARANTY (August 20th, 2009)

This Continuing and Unconditional Guaranty (“Guaranty”) is made as of August 18, 2009, by Schiff Nutrition International, Inc., a Delaware corporation (“Guarantor”), in favor of U.S. Bank National Association, as administrative agent (in such capacity, together with its successors, the “Agent”) for the Lenders (as defined in the Loan Agreement referred to below) and in favor of each of the Lenders.

Schiff Nutrition International, Inc. – CONTINUING AND UNCONDITIONAL GUARANTY (August 20th, 2009)

This Continuing and Unconditional Guaranty (“Guaranty”) is made as of August 18, 2009, by Coppal Research, Inc. a Utah corporation (“Guarantor”), in favor of U.S. Bank National Association, as administrative agent (in such capacity, together with its successors, the “Agent”) for the Lenders (as defined in the Loan Agreement referred to below) and in favor of each of the Lenders.