IN THE UNITED STATES DISTRICT COURT DISTRICT OF UTAH, CENTRAL DIVISION IN RE NU SKIN ENTERPRISES, INC., SHAREHOLDER DERIVATIVE LITIGATION, Civil Case No. 2:14-cv-00107-JNP (Cons.) SHAREHOLDER DERIVATIVE ACTION This Docum

STIPULATION AND AGREEMENT OF SETTLEMENT

This Stipulation and Agreement of Settlement (the "Stipulation"), fully executed on July 13, 2016, is made and entered into by and among the following Parties (as defined herein), each by and through their respective counsel of record: (i) Co-Lead Plaintiffs in the above-captioned consolidated stockholder derivative action (the "Action"), Analisa Suderov and Amos C. Acoff ("Co-Lead Plaintiffs"), on behalf of themselves and derivatively on behalf of Nu Skin Enterprises, Inc. ("Nu Skin" or the "Company" or the "Nominal Defendant"); (ii) Nominal Defendant Nu Skin; and (iii) individual defendants M. Truman Hunt ("Hunt"), Steven J. Lund ("Lund"), Nevin N. Andersen ("Andersen"), Daniel W. Campbell ("Campbell"), Thomas R. Pisano ("Pisano"), Patricia A. Negron ("Negron"), Andrew D. Lipman ("Lipman"), Neil H. Offen ("Offen"), and Ritch Wood ("Wood"), each of whom is a current or former member of the Board of Directors (the "Board") of Nu Skin and/or a current or former senior officer of Nu Skin (collectively, the "Individual Defendants" and together with Nu Skin, the "Defendants").

This Stipulation is intended by the Parties to fully, finally, and forever compromise, resolve, discharge, and settle Plaintiffs' Released Claims (as defined herein), upon the terms and subject to the conditions set forth herein.

Nu Skin is a global direct selling company with operations in over 50 markets worldwide. The Company purports to develop and distribute premium quality anti-aging personal care products and nutritional supplements under its Nu Skin and Pharmanex brands. The Company primarily sells its products through direct selling. The Company generally relies on independent salespeople called "distributors." In the People's Republic of China ("China" or "PRC") however, defendants have said that the Company employs sales personnel who sell through physical stores as well contract with direct sellers who sell through direct sales where permitted.

The Action alleges that from at least 2012, the Individual Defendants caused and or allowed the Company's operations in China to function as a pyramid scheme, in violation of PRC law. Moreover, the Action alleges that the Individual Defendants failed to disclose this fact in the Company's filings with the United States Securities and Exchange Commission ("SEC"), rendering these financial statements false and misleading at all relevant times.

As a result of this alleged conduct, the Action alleges that China's State Administration for Industry and Commerce announced an investigation on January 15, 2014 into allegations that Nu Skin distributed false information and was conducting illegal business practices in China. Days later, China's Ministry of Commerce announced that it too was investigating Nu Skin China's business practices.

The Complaint alleges that the Company violated Chinese anti-multi-level marketing laws. The Complaint also alleges that on January 16, 2014, the Company initiated an internal investigation and on January 21, 2014, the Company disclosed that it had found violations of Company policy and rules by sales employees in China. Nu Skin announced that it would temporarily suspend accepting applications for any new distributors in China. On March 3, 2014 the Company announced that it temporarily suspended all business promotional meetings as well as applications for new sales representatives.

The Action alleges that these events substantially harmed the Company, resulting in hundreds of millions of dollars in decreased revenues from China, an over 50% reduction in sales leaders in China, downgrades from securities analysts, and the suspension of business meetings and sales representatives, combined with heightened government scrutiny.

On February 14, 2014 the first of four shareholder derivative actions brought on behalf of Nu Skin were filed in this Court. On April 30, 2014 the Court consolidated those actions into the Action, and appointed plaintiffs Analisa Suderov and Amos C. Acoff as Co-Lead Plaintiffs in the Action and appointed Bernstein Litowitz Berger & Grossmann LLP and The Weiser Law Firm, P.C. as Co-Lead Counsel in the Action.

Shortly thereafter, Plaintiffs' Co-Lead Counsel associated with other counsel that had conducted an investigation of Nu Skin's corporate books and records pursuant 8 Del. C. 220 ("Section 220"). Nu Skin agreed to produce certain non-public documents under the terms of a confidentiality agreement pursuant to the Section 220 request.

On August 4, 2014 Co-Lead Plaintiffs filed the Verified Consolidated Shareholder Derivative Complaint (the "Complaint") under seal. The Complaint contained allegations based, in part, on information derived from and citations to certain non-public documents obtained pursuant to Section 220. The Complaint asserted claims against certain of the Individual Defendants for misappropriation of information with respect to certain sales of Company stock and claims against all of the Individual Defendants for breach of fiduciary duty and unjust enrichment.

On September 24, 2014 Defendants moved to dismiss the Complaint for failure to plead that pre-suit demand was excused on the Nu Skin Board of Directors (the "Board") or in the alternative to stay the Action pending resolution of the related federal securities class action, captioned In re Nu Skin Enterprises, Inc., Sec. Litig., No. 2:14-cv-00033-DB (the "Securities Action") also pending before this Court.

The Court heard oral argument on July 17, 2015 and on July 20, 2015 entered an order staying the Action pending the outcome of the Securities Action.

Beginning in February 2016, the Parties began to discuss the potential for resolution of the Action, and thereafter engaged in extensive communications and efforts aimed at reaching a settlement. Following preliminary settlement discussions held in February and March 2016, on April 6, 2016, Plaintiffs' Co-Lead Counsel sent a detailed, formal settlement demand to counsel for Defendants, outlining the terms under which Plaintiffs would agree to settle the Action.

Negotiations between the Parties continued over the following weeks, overseen by an experienced mediator, the Honorable Layn R. Phillips, U.S. District Judge (Retired) (the "Mediator" or "Judge Phillips"). As a result of these negotiations, the Parties were ultimately able to reach an agreement to resolve the Action. In addition, for purposes of confirmatory discovery, Defendants produced to Plaintiffs, and Plaintiffs reviewed: (a) six deposition transcripts from the Securities Action and (b) confidential, non-public documents spanning nearly 4,600 pages. As a condition of the settlement reflected in this Stipulation (the "Settlement"), Nu Skin will agree to institute and maintain certain corporate governance reforms, the terms of which are fully set forth in Exhibit A to this Stipulation.

After reaching agreement on these substantive corporate governance terms, the Parties commenced negotiations at arm's length regarding the attorneys' fees and reimbursement of expenses to be paid to Plaintiffs' Co-Lead Counsel in light of the substantial benefits which have been or will be conferred upon the Company as a result of the settlement of the Action. Following extensive discussions overseen by the Mediator, the Parties ultimately accepted a "Mediator's proposal" made by Judge Phillips with respect to the attorneys' fees and reimbursement of expenses to be paid to Plaintiffs' Counsel, subject to the approval of the Court.

II. PLAINTIFFS' COUNSEL'S INVESTIGATION AND RESEARCH, PLAINTIFFS' CLAIMS, AND THE BENEFITS OF SETTLEMENT

Plaintiffs' Counsel (as defined herein) conducted an extensive investigation relating to the claims and the underlying events alleged in the Action, including, but not limited to: (1) inspecting, analyzing, and reviewing Nu Skin's public filings with the SEC, press releases, announcements, transcripts of investor conference calls, and news articles; (2) conducting an investigation of Nu Skin's books and records pursuant to Section 220 and reviewing more than 150 Board minutes, Board presentations and Board documents; (3) working with investigators who interviewed witnesses in China; (4) drafting and filing the various initial shareholder derivative complaints in the actions and the detailed Complaint in Action; (5) researching the applicable law with respect to the claims asserted in the Action and the potential defenses thereto; (6) briefing and arguing in opposition to the motion to dismiss; (7) researching corporate governance issues; (8) opposing and arguing Defendants' motions to dismiss or stay the Action; (9) reviewing and analyzing over 4,600 pages of non-public documents and six depositions as part of confirmatory discovery in the Action; and (10) participating in extensive settlement discussions with counsel for Defendants.

Plaintiffs' Counsel believes that the claims asserted in the Action have merit and that their investigation supports the claims asserted. Without conceding the merit of any of Defendants' defenses or the lack of merit of any of their own allegations, and solely in order to avoid the potentially protracted time, expense, and uncertainty associated with continued litigation, including a potential trial and appeal, Plaintiffs have concluded that it is desirable that the Action be fully and finally settled in the manner and upon the terms and conditions set forth in this Stipulation. Plaintiffs and Plaintiffs' Counsel recognize the significant risk, expense, and length of continued proceedings necessary to prosecute the Action against the Individual Defendants through trial and through possible appeal. Plaintiffs' Counsel also have taken into account the uncertain outcome and the risk of any litigation, especially in a complex case such as the Action, as well as the difficulties and delays inherent in such litigation. Based on their evaluation, Plaintiffs and Plaintiffs' Counsel have determined that the Settlement is in the best interests of Plaintiffs, Nu Skin, and Current Nu Skin Stockholders (as defined herein), and have agreed to settle the Action upon the terms and subject to the conditions set forth herein.

III. DEFENDANTS' DENIAL OF WRONGDOING AND LIABILITY

The Individual Defendants have denied and continue to deny that they have committed or attempted to commit any violations of law, any breach of fiduciary duty owed to Nu Skin, or any wrongdoing whatsoever. Without admitting the validity of any of the claims Plaintiffs have asserted in the Action, or any liability with respect thereto, Defendants have concluded that it is desirable that the claims be settled on the terms and subject to the conditions set forth herein. Defendants are entering into this Settlement because it will eliminate the uncertainty, distraction, disruption, burden, risk, and expense of further litigation. Further, Defendants acknowledge that the Settlement is fair, reasonable, adequate, and in the best interests of Nu Skin and Current Nu Skin Stockholders.

Neither this Stipulation, nor any of its terms or provisions, nor entry of the Final Order and Judgment (as defined herein), nor any document or exhibit referred or attached to this Stipulation, nor any action taken to carry out this Stipulation, is or may be construed or used as evidence of the validity of any of Plaintiffs' Released Claims (defined herein), or as an admission by or against Defendants of any fault, wrongdoing, or concession of liability whatsoever.

IV. TERMS OF STIPULATION AND AGREEMENT OF SETTLEMENT

Plaintiffs (on behalf of themselves and derivatively on behalf of Nu Skin), the Individual Defendants, and Nominal Defendant Nu Skin, by and through their respective counsel or attorneys of record, hereby stipulate and agree that, subject to the approval of the Court, the Action, Plaintiffs' Released Claims and Defendants' Released Claims shall be finally and fully compromised, settled, and released, and the Action shall be dismissed with prejudice, as to all Parties, upon the terms and subject to the conditions set forth herein as follows:

As used in this Stipulation, the following terms have the meaning specified below:

1.1. "Action" means the above-captioned consolidated shareholder derivative action pending in the U.S. District Court for the District of Utah, captioned In re Nu Skin Enterprises, Inc. Shareholder Derivative Litigation, Lead Case No. 3:14-cv-382-SI.

1.2. "Board" means the Nu Skin Board of Directors.

1.3. "Co-Lead Plaintiffs" means Analisa Suderov and Amos C. Acoff.

1.4. "Court" means the U.S. District Court for the District of Utah.

1.5. "Company" means Nu Skin Enterprises, Inc.

1.6. "Current Nu Skin Stockholder" means any Person who owned Nu Skin common stock as of the Execution Date of this Stipulation and who continues to hold their Nu Skin common stock as of the date of the Settlement Hearing, excluding the Individual Defendants, the officers and directors of Nu Skin, members of their immediate families, and their legal representatives, heirs, successors, or assigns, and any entity in which Individual Defendants have or had a controlling interest.

1.7. "Defendants" means, collectively, the Individual Defendants and Nominal Defendant Nu Skin.

1.8. "Defendants' Counsel" means (i) Parr Brown Gee & Loveless, 101 South 200 East, Salt Lake City, UT 84111; and (ii) Simpson Thacher & Bartlett LLP, 2475 Hanover Street, Palo Alto, CA 94304.

1.9. "Defendants' Released Claims" means collectively all actions, suits, claims, demands, rights, liabilities, and causes of action of every nature and description whatsoever, including both known claims and Unknown Claims, asserted or that might have been asserted in any forum by Defendants' Released Persons against Plaintiffs' Released Persons, which arise out of, are based on, or relate in any way, directly or indirectly, to the institution, prosecution, or settlement of the Action (except for claims to enforce the Settlement).

1.10. "Defendants' Released Persons" means each of the Defendants and, to the maximum extent permitted by law, each of Defendants' immediate family members, spouses, heirs, executors, estates, administrators, trustees, assigns, and any trusts in which Defendants, or any of them, are settlors, or which are for the benefit of any Defendants and/or members of his immediate family; any entity in which a Defendant, and/or members of his family has a controlling interest; each of the Defendants' present and former attorneys, legal representatives, and assigns in connection with the Action; Defendants' insurers; and all present and former directors and officers, agents, advisors, employees, affiliates, predecessors, successors, parents, subsidiaries, and divisions.

1.11. "Effective Date" means the first date by which all of the events and conditions specified in 6.1 herein have been met and have occurred.

1.12. "Execution Date" means the date this Stipulation has been signed by all the signatories through their respective counsel.

1.13. "Fee Award" means the sum to be paid to Plaintiffs' Counsel for their attorneys' fees and expenses, detailed in 5.1-5.2, subject to Court approval, in recognition of the substantial benefits conferred upon Nu Skin and Current Nu Skin Stockholders by the initiation, prosecution, and settlement of the Action.

1.14. "Final" means the time when a judgment that has not been reversed, vacated, or modified in any way is no longer subject to appellate review, either because of disposition on appeal and conclusion of the appellate process or because of passage, without action, of time for seeking appellate review. More specifically, it is that situation when (1) either no appeal has been filed and the time has passed for any notice of appeal to be timely filed in the Action; or (2) an appeal has been filed and the court of appeals has either affirmed the judgment or dismissed that appeal and the time for any reconsideration or further appellate review has passed; or (3) a higher court has granted further appellate review and that court has either affirmed the underlying Final Order and Judgment or affirmed the court of appeals' decision affirming the judgment or dismissing the appeal. However, any appeal or proceeding seeking subsequent judicial review pertaining solely to an order issued with respect to attorneys' fees, costs or expenses shall not in any way delay or preclude the Judgment from becoming Final.

1.15. "Final Order and Judgment" means the order and judgment to be rendered by the Court, substantially in the form attached hereto as Exhibit E.

1.16. "Individual Defendants" means, collectively, Hunt, Lund, Andersen, Campbell, Pisano, Negron, Lipman, Offen, and Wood.

1.17. "Nu Skin," the "Company" or "Nominal Defendant" means Nu Skin and includes all of its subsidiaries, predecessors, successors, affiliates, officers, directors, employees, and agents.

1.18. "Notice to Current Nu Skin Stockholders" or "Notice" means the Notice of Pendency and Proposed Settlement of Stockholder Action, substantially in the form of Exhibit C attached hereto.

1.19. "Parties" means, collectively, each of the Plaintiffs (on behalf of themselves and derivatively on behalf of Nu Skin), each of the Individual Defendants, and Nominal Defendant Nu Skin.

1.20. "Person" or "Persons" means an individual, corporation, limited liability corporation, professional corporation, partnership, limited partnership, limited liability partnership, association, joint stock company, estate, legal representative, trust, unincorporated association, government or any political subdivision or agency thereof, and any business or legal entity, and their spouses, heirs, predecessors, successors, representatives, or assignees.

1.21. "Plaintiffs" means, collectively, Amos. C. Acoff, Analisa Suderov, To Chin Kock, and John Bierman.

1.22. "Plaintiffs' Co-Lead Counsel" means Bernstein Litowitz Berger & Grossmann LLP, 1251 Avenue of the Americas, New York, NY, 10020 and The Weiser Law Firm, P.C., 22 Cassatt Avenue, Berwyn, Pennsylvania 19312.

1.23. "Plaintiffs' Counsel" means: (i) Miller Toone, P.C., 165 South Regent Street, Salt Lake City, UT 84111; (ii) Bernstein Litowitz Berger & Grossman LLP, 1251 Avenue of the Americas, New York, NY, 10020; (iii) The Weiser Law Firm, P.C., 22 Cassatt Avenue, Berwyn, Pennsylvania 19312; (iv) Block & Leviton, LLP, 155 Federal Street, Suite 400, Boston, MA 02110; (v) The Rosen Law Firm, P.A., 275 Madison Ave., 34th Floor, New York, NY 10016; (vi) Lifshitz & Miller, 821 Franklin Ave., Suite 209, Garden City, NY 11530; and (vii) Hach Rose Schirripa & Cheverie, LLP, 185 Madison Ave., 14th Floor, New York, NY 10016.

1.24. "Plaintiffs' Released Claims" means all actions, suits, claims, demands, rights, liabilities, and causes of action of every nature, and description whatsoever, including both known claims or Unknown Claims, asserted or that might have been asserted in any forum by Plaintiffs' Released Persons or any other Nu Skin shareholder derivatively on behalf of Nu Skin, against any of Defendants' Released Persons, that: (a) were alleged in the Action or (b) could have been asserted against the Company or Individual Defendants, or any of them, in any forum that arise out of, or are based upon, or related to any of the allegations, transactions, facts, matters, occurrences, representations, omissions or subject matter set forth or otherwise at issue in the Action or that could have been brought or included in the Action (whether related to known claims or Unknown Claims) concerning: (i) the business or operations of Nu Skin China; (ii) the Company's or Individual Defendants' failure to maintain appropriate internal controls or to provide proper oversight and management of Nu Skin or Nu Skin China; (iii) the Individual Defendants' acquisition or disposition of any company securities; or (iv) the Individual Defendants' alleged breach of fiduciary duty to Nu Skin or its shareholders (including alleged breaches of the duty of care, candor or loyalty); provided however, that "Plaintiffs' Released Claims" shall not include any claims to enforce the Settlement. For the avoidance of doubt, the Plaintiffs' Released Claims do not include any direct claims of any Nu Skin shareholder, including any claims based on or arising under the federal or state securities laws.

1.25. "Plaintiffs' Released Persons" means Plaintiffs, Plaintiffs' Counsel and each of their immediate family members, spouses, heirs, executors, administrators, successors, trustees, attorneys, personal or legal representatives, advisors, estates, assigns, and agents thereof.

1.26. "Preliminary Approval Order" means the Order to be entered by the Court, substantially in the form of Exhibit B attached hereto, including, inter alia, preliminarily approving the terms and conditions of the Settlement as set forth in this Stipulation, directing that Notice be provided to Current Nu Skin Stockholders, and scheduling a Settlement Hearing to consider whether the Settlement and the Fee Award should be finally approved.

1.27. "Released Parties" means Defendants' Released Persons and Plaintiffs' Released Persons.

1.28. "Releases" means the releases set forth in 4.1 and 4.2 of this Stipulation.

1.29. "Settlement" means the settlement documented in this Stipulation.

1.30. "Settlement Hearing" means a hearing by the Court to review this Stipulation and determine: (i) whether to enter the Final Order and Judgment; and (ii) all other matters related to the Settlement that are properly before the Court.

1.31. "Stipulation" means this Stipulation and Agreement of Settlement.

1.32. "Summary Notice" means the summarized Notice substantially in the form of Exhibit D attached hereto.

1.33. "Unknown Claims" means any of Plaintiffs' Released Claims and Defendants' Released Claims that any Party does not know or suspect exists in his, her, or its favor at the time of the Settlement, including, without limitation, those claims which, if known, might have affected the decision to enter into, or not object to, this Settlement. The Parties expressly waive, relinquish, and release any and all provisions, rights, and benefits conferred by or under California Civil Code Section 1542 (" 1542") or any other law of the United States or any state or territory of the United States, or principle of common law, which is similar, comparable, or equivalent to 1542, which provides:

A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.

The Parties acknowledge that they may discover facts in addition to or different from those now known or believed to be true by them, with respect to Plaintiffs' Released Claims and Defendants' Released Claims in the Settlement, as the case may be, but it is the intention of the Parties to completely, fully, finally, and forever compromise, settle, release, discharge, and extinguish any and all Plaintiffs' Released Claims and Defendants' Released Claims known or unknown, suspected or unsuspected, contingent or absolute, apparent or unapparent, which do not exist, or heretofore existed, or may hereafter exist, and without regard to the subsequent discovery of additional or different facts.

2.1. Nu Skin, through its Board, shall adopt and implement the corporate governance measures (the "Reforms") attached as Exhibit A to this Stipulation, within thirty (30) days after the Effective Date, except as expressly set forth in Exhibit A.

2.2. Defendants acknowledge that the filing of the Action was the cause of the relief set forth in 2.1 above. Defendants agree that the Reforms confer a material benefit on Nu Skin and Current Nu Skin Stockholders. In addition, the Board, exercising its independent business judgment, believes that the Settlement is in the best interests of Nu Skin and Current Nu Skin Stockholders.

3.1. Within ten (10) business days after the Execution Date of this Stipulation, Plaintiffs shall submit the Stipulation together with its exhibits to the Court and shall apply for entry of the Preliminary Approval Order, substantially in the form of Exhibit B attached hereto, requesting, inter alia: (i) preliminary approval of the Settlement set forth in this Stipulation; (ii) approval of the method of providing notice of pendency and proposed Settlement to Current Nu Skin Stockholders; (iii) approval of the form of Notice attached hereto as Exhibit C; and (iv) a date for the Settlement Hearing.

3.2. Within ten (10) business days of the Court's entry of the Preliminary Approval Order, Nu Skin shall: (a) cause a press release to be issued that contains the contents of the Summary Notice; (b) cause a Current Report on Form 8-K to be filed with the SEC that contains the contents of the Summary Notice, attach a copy of the Stipulation to the 8-K and provide a link in the 8-K to the Stipulation and Notice that shall be posted on the Investor Relations portion of Nu Skin's website; and (c) cause a copy of the Summary Notice to be published one time in the Investor's Business Daily. All costs of such Notice and posting and any other notice ordered by the Court shall be paid by Nu Skin.

3.3. After notice as described above is given to Current Nu Skin Stockholders, Plaintiffs' Counsel shall request that the Court hold the Settlement Hearing to finally approve the Settlement and the requested Fee Award. At the Settlement Hearing, Plaintiffs' Counsel shall request the Court's final approval of the Settlement and the Court's approval of the Fee Award as referenced in Section 5 below.

3.4. The Parties shall request that any objections and papers filed in support of objections to the Settlement shall be considered by the Court at the hearing only if the objector, among other things, (i) files notice of an intention to appear that includes proof of current ownership of Nu Skin common stock, (ii) files papers in support of the objection with the Clerk of the Court by at least twenty-one (21) calendar days prior to the hearing, and (iii) ensures such notice and papers have been served on and received by counsel as identified in the Notice by at least twenty-one (21) calendar days prior to the hearing.

3.5. If the Court approves the Settlement at the Settlement Hearing, the Parties will jointly request entry of the Final Order and Judgment by the Court, the entry of which is a condition of this Stipulation: (i) approving finally the Settlement set forth in the Stipulation as fair, adequate, and reasonable, and directing its consummation pursuant to its terms; (ii) finally approving a fee award to Plaintiffs' counsel; (iii) dismissing with prejudice all of Plaintiffs' Released Claims against Defendants' Released Persons; (iv) permanently barring and enjoining the institution and prosecution by Plaintiffs' Released Persons and any Nu Skin stockholder on behalf of Nu Skin against Defendants' Released Persons in any court of any of Plaintiffs' Released Claims and any claims arising out of, relating to or in connection with the institution, prosecution, assertion, defense, settlement, or resolution of the Action; (v) permanently barring and enjoining the institution and prosecution by Defendants' Released Persons and/or Current Nu Skin Stockholders of any action against Plaintiffs' Released Persons in any court of any of the Defendants' Released Claims arising out of, relating to, or in connection with the institution, prosecution, assertion, defense, settlement, or resolution of the Action; and (vi) containing such other and further provisions consistent with the terms of this Stipulation to which the Parties hereto consent in writing.

3.6. Any objections to or appeals from the Fee Award shall not affect the finality of the Settlement.

4.1. In consideration of the obligations and commitments undertaken by Defendants and the releases by Defendants' Released Persons, which constitute good and valuable consideration, and subject to the terms and conditions of this Stipulation, on the Effective Date, Plaintiffs' Released Persons shall fully, finally and forever release, relinquish and discharge as against Defendants' Released Persons any and all of Plaintiffs' Released Claims, and shall forever be barred and enjoined from instituting, commencing, or prosecuting any and all of Plaintiffs' Released Claims against Defendants' Released Persons.

4.2. In consideration of the obligations and commitments undertaken by the Parties, which constitute good and valuable consideration, and subject to the terms and conditions of this Stipulation, on the Effective Date, Defendants' Released Persons shall fully, finally and forever release, relinquish and discharge as against Plaintiffs' Released Persons any and all of Defendants' Released Claims, and shall forever be barred and enjoined from instituting, commencing, or prosecuting any and all Defendants' Released Claims against Plaintiffs' Released Persons.

4.3. Nothing herein shall in any way impair or restrict the rights of any Party to enforce the terms of the Stipulation.

5.1. In recognition of the substantial benefits provided to Nu Skin and Current Nu Skin Stockholders as a result of the initiation, prosecution, pendency, and settlement of the Action, Nu Skin and/or its insurers shall, upon Court approval, pursuant to the timetable provided herein, pay or cause to be paid to Plaintiffs' Counsel attorneys' fees and expenses in the total amount of $1,275,000 (the "Fee Award"). The amount of the Fee Award is the product of the Parties' acceptance of a "Mediator's Proposal" made by Judge Phillips. The current Board, in the exercise of its independent business judgment, does not object to the Fee Award, and the Parties mutually agree that the Fee Award is fair and reasonable in light of the substantial benefits conferred upon Nu Skin and Current Nu Skin Shareholders by this Stipulation.

5.2. The Fee Award shall be transferred to Plaintiffs' Co-Lead Counsel, as receiving agent for Plaintiffs' Counsel, within ten (10) business days after entry of the order awarding the Fee Award, notwithstanding the existence of any timely filed objections to the Fee Award, or potential for appeal therefrom, or collateral attack on the Settlement or any part thereof, subject to Plaintiffs' Counsel's obligation to make appropriate refunds or repayments to Nu Skin and/or its successor(s) or insurer(s) pursuant to paragraph 5.4 below.

5.3. Payment of the Fee Award in the amount approved by the Court shall constitute final and complete payment for Plaintiffs' Counsel's attorneys' fees and expenses that have been incurred or will be incurred in connection with the filing and prosecution of the Action and the resolution of the claims alleged therein. Plaintiffs' Co-Lead Counsel shall have the sole authority for the allocation and distribution of the Fee Award to Plaintiffs' Counsel. Defendants shall have no obligation to make any payment other than the Fee Award as provided herein to any Plaintiffs' Counsel.

5.4. Plaintiffs' Counsel and their successors are obligated to repay the amount of the Fee Award, or part thereof, paid by Nu Skin and/or its successor(s) or insurer(s) if the Settlement is terminated pursuant to the terms of this Stipulation or if, or a result of any appeal or further proceedings on remand or successful collateral attack, the Fee Award is overturned or reduced and such order overturning or reducing the award has become final and no longer subject to appeal. Plaintiffs' Counsel shall make the appropriate refund or repayment in full no later than fifteen (15) business days after (a) the date of termination of the Settlement; or (b) the date any order reducing or reversing the Fee Award has become final and no longer subject to appeal.

5.5. Except as otherwise provided herein, each of the Parties shall bear his, her, or its own costs in connection with the Action.

5.6. In light of the substantial benefits they have helped to create for Nu Skin and all Current Nu Skin Stockholders, any or all of the Plaintiffs may apply for Court-approved incentive awards in the amount of $2,500.00 each (the "Incentive Awards"). The Incentive Awards shall be funded from the Fee Award, to the extent that this settlement is approved in whole or part. Defendants shall take no position on the Incentive Awards.

6.1. The Effective Date of the Stipulation shall be conditioned on the occurrence of all of the following events:

(a) the Board has approved the Settlement and each of its terms as in the best interests of Nu Skin;

(b) the cash payment to the Company in accordance with 2.1 hereof;

(c) the entry by the Court of the Final Order and Judgment; and

(d) the Final Order and Judgment having become Final.

6.2. If any of the conditions specified in 6.1 are not met, then the Stipulation shall be canceled and terminated subject to 6.3, and the Parties shall be restored to their respective positions in the Action as of the Execution Date of this Stipulation, unless Plaintiffs' Counsel and Defendants' Counsel mutually agree in writing to proceed with the Stipulation.

6.3. If for any reason the Effective Date of the Stipulation does not occur, or if the Stipulation is in any way canceled or terminated or if the judgment specified in 6.1(d) is successfully attacked collaterally, then the payments to Plaintiffs' Counsel pursuant to Section 5, and any and all interest accrued thereon since payment, shall be returned to Nu Skin, its designee, and/or its successors within ten (10) business days of said event.

6.4. In the event that the Stipulation is not approved by the Court, or the Settlement is terminated for any reason, the Parties shall be restored to their respective positions as of the Execution Date of this Stipulation, and all negotiations, proceedings, documents prepared and statements made in connection herewith shall be without prejudice to the Parties, shall not be deemed or construed to be an admission by any of the Parties of any act, matter, or proposition, and shall not be used in any manner for any purpose in any subsequent proceeding in the Action or in any other action or proceeding. In such event, the terms and provisions of the Stipulation, with the exception of 6.2-6.4, 8.4, 8.6, 8.9, 8.10, and 8.11 herein, shall have no further force and effect with respect to the Parties and shall not be used in the Action or in any other proceeding for any purpose, and any judgment or orders entered by the Court in accordance with the terms of the Stipulation shall be treated as vacated, nunc pro tunc.

7.1. In the event any proceedings by or on behalf of Nu Skin, whether voluntary or involuntary, are initiated under any chapter of the U.S. Bankruptcy Code, including any act of receivership, asset seizure, or similar federal or state law action ("Bankruptcy Proceedings"), the Parties agree to use their reasonable best efforts to obtain all necessary orders, consents, releases, and approvals for effectuation of this Stipulation in a timely and expeditious manner.

7.2. In the event of any Bankruptcy Proceedings by or on behalf of Nu Skin, the Parties agree that all dates and deadlines set forth herein will be extended for such periods of time as are necessary to obtain necessary orders, consents, releases and approvals from the Bankruptcy Court to carry out the terms and conditions of the Stipulation.

8.1. The Parties: (i) acknowledge that it is their intent to consummate this Stipulation; and (ii) agree to cooperate to the extent reasonably necessary to effectuate and implement all terms and conditions of the Stipulation and to exercise their best efforts to accomplish the foregoing terms and conditions of the Stipulation.

8.2. If the Plaintiffs believe additional confirmatory discovery is necessary to evaluate the reasonableness of the Settlement as outlined herein, Plaintiffs will promptly contact Defendants. If there is any dispute with respect to confirmatory discovery, it will be addressed to Judge Phillips.

8.3. The Parties agree that the terms of the Settlement were negotiated in good faith by the Parties through arms-length negotiations, and reflect a settlement that was reached voluntarily after consultation with competent legal counsel and with the substantial assistance of the Mediator. No discussions regarding the Fee Award were conducted until all material settlement terms were first agreed upon. The Parties will request that the Judgment in the Action contain a finding that during the course of the litigation, the Parties and their respective counsel at all times complied with the requirements of Rule 11 of the Federal Rules of Civil Procedure and all other similar rules of professional conduct. The Parties reserve their right to rebut, in a manner that such party determines to be appropriate, any contention made in any public forum that the Action was brought or defended in bad faith or without a reasonable basis.

8.4. Neither the Stipulation (including any exhibits attached hereto) nor the Settlement, nor any act performed or document executed pursuant to or in furtherance of the Stipulation or the Settlement: (i) is or may be deemed to be or may be offered, attempted to be offered or used in any way by the Parties as a presumption, a concession or an admission of, or evidence of, the validity of any of Plaintiffs' Released Claims, or of any fault, wrongdoing or liability of any of the Parties, Plaintiffs' Counsel, Defendants' Counsel, Defendants' Released Persons or Plaintiffs' Released Persons; or (ii) is or may be deemed to be or may be offered, attempted to be offered or used in any way by the Parties as a presumption, a concession or an admission of, or evidence of, any fault, omission, wrongdoing or liability of any of the Parties, Plaintiffs' Counsel, Defendants' Counsel, Defendants' Released Persons or Plaintiffs' Released Persons in any civil, criminal, or administrative proceeding in any court, administrative agency, or other tribunal. The Parties, Plaintiffs' Counsel, Defendants' Counsel, Defendants' Released Persons and Plaintiffs' Released Persons may file the Stipulation and/or the Judgment in any action that may be brought against them in order to support a defense or counterclaim based on principles of res judicata, collateral estoppel, release, good-faith settlement, judgment bar or reduction, or any other theory of claim preclusion or issue preclusion or similar defense or counterclaim.

8.5. The exhibits to the Stipulation are material and integral parts hereof and are fully incorporated herein by this reference.

8.6. The Stipulation may be amended or modified only by a written instrument signed by or on behalf of all Parties or their respective successors-in-interest.

8.7. The Stipulation and the exhibits attached hereto represent the complete and final resolution of all disputes among the Parties with respect to the Action, constitute the entire agreement among the Parties, and supersede any and all prior negotiations, discussions, agreements, or undertakings, whether oral or written, with respect to such matters.

8.8. The Stipulation and the Settlement shall be binding upon, and inure to the benefit of, the successors and assigns of the Parties and the Released Persons. The Parties agree that this Stipulation will run to their respective successors-in-interest, and they further agree that any planned, proposed or actual sale, merger or change-in-control of Nu Skin shall not void this Stipulation, and that in the event of a planned, proposed or actual sale, merger or change-in-control of Nu Skin they will continue to seek final approval of this Stipulation expeditiously, including but not limited to the settlement terms reflected in this Stipulation and the Fee Award. The Parties also agree that Nu Skin has already received adequate consideration for payment of the Fee Award.

8.9. No representations, warranties, or inducements have been made to any party concerning the Stipulation or its exhibits other than the representations, warranties, and covenants contained and memorialized in such documents.

8.10. All agreements made and orders entered during the course of the Action relating to the confidentiality of information and documents shall survive this Stipulation.

8.11. Each counsel or other Person executing the Stipulation or its exhibits on behalf of any of the Parties hereby warrants that such Person has the full authority to do so. The Stipulation shall be binding upon, and inure to the benefit of, the successors and assigns of the Parties, Plaintiffs' Released Persons, and Defendants' Released Persons.

8.12. The Stipulation may be executed by facsimile and in one or more counterparts. All executed counterparts and each of them shall be deemed to be one and the same instrument. A complete set of original executed counterparts shall be filed with the Court.