FORM OF STOCKHOLDERS AGREEMENT By and Among GNC HOLDINGS, INC., ARES CORPORATE OPPORTUNITIES FUND II, L.P. AND ONTARIO TEACHERS’ PENSION PLAN BOARDStockholders Agreement • February 10th, 2011 • GNC Acquisition Holdings Inc. • Retail-food stores • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of , 2011 (the “Effective Date”), is by and among GNC Holdings, Inc., a Delaware corporation (the “Company”), Ares Corporate Opportunities Fund II, L.P., a Delaware limited partnership (“Ares”), and Ontario Teachers’ Pension Plan Board, a corporation without share capital organized under the laws of the Province of Ontario (Canada) (“OTPP”) (each of Ares and OTPP, individually, a “Sponsor” and, together, the “Sponsors”).
FORM OF SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT By and Among GNC HOLDINGS, INC., ARES CORPORATE OPPORTUNITIES FUND II, L.P., ONTARIO TEACHERS’ PENSION PLAN BOARD AND THE OTHER STOCKHOLDERS PARTY THERETOStockholders Agreement • February 10th, 2011 • GNC Acquisition Holdings Inc. • Retail-food stores • Delaware
THIS SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of , 2011, by and among GNC Holdings, Inc., a Delaware corporation (the “Company”), Ares Corporate Opportunities Fund II, L.P., a Delaware corporation (“Ares”), Ontario Teachers’ Pension Plan Board, a corporation without share capital organized under the laws of the Province of Ontario (Canada) (“OTPP”), and the stockholders listed on Schedule A hereto (such parties and each Person listed on Schedule A hereto, individually, a “Stockholder” and, collectively, the “Stockholders”).
FORM OF CALL AGREEMENTForm of Call Agreement • February 10th, 2011 • GNC Acquisition Holdings Inc. • Retail-food stores • Delaware
THIS CALL AGREEMENT (the “Agreement”), dated as of March 16, 2007, by and between GNC Acquisition Holdings Inc., a Delaware corporation (the “Company”), and the person signatory hereto (the “Management Stockholder”).
LEASE AGREEMENT BETWEEN GREENVILLE COUNTY, SOUTH CAROLINA AND GENERAL NUTRITION PRODUCTS, INC. Dated as of November 1, 1998Lease Agreement • February 10th, 2011 • GNC Acquisition Holdings Inc. • Retail-food stores • South Carolina
THIS LEASE AGREEMENT, dated as of November 1, 1998, by and between GREENVILLE COUNTY, SOUTH CAROLINA (the “County”), a body politic and corporate and a political subdivision of the State of South Carolina, acting by and through its County Council, the governing body of said County, and General Nutrition Products, Inc., a corporation organized and existing under the laws of the State of South Carolina (the “Company”).
