0001140361-10-041424 Sample Contracts

STOCKHOLDERS AGREEMENT
Stockholders Agreement • October 18th, 2010 • Schiff Nutrition International, Inc. • Wholesale-groceries & related products • Delaware

This STOCKHOLDERS AGREEMENT is entered into as of October 14, 2010, by and among Weider Health and Fitness, a Nevada corporation (together with its successors in interest and permitted assigns, “Weider”), TPG STAR SNI, L.P., a Delaware limited partnership (“TPG”), and any other Persons who become a party to this Agreement pursuant to the execution of a Joinder Agreement (as each such term is defined herein; such Persons, together with each of Weider and TPG, the “Holders”).

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • October 18th, 2010 • Schiff Nutrition International, Inc. • Wholesale-groceries & related products • Delaware

This STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of October 14, 2010, by and between Weider Health and Fitness, a Nevada corporation (the “Seller”) and TPG STAR SNI, L.P., a Delaware limited partnership (“TPG”, or the “Purchaser”).

JOINT FILING AGREEMENT
Joint Filing Agreement • October 18th, 2010 • Schiff Nutrition International, Inc. • Wholesale-groceries & related products

In accordance with Rule 13(d)-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other of the attached statement on Schedule 13D and to all amendments to such statement.

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