Form of Underwriting AgreementGNC Acquisition Holdings Inc. • February 25th, 2011 • Retail-food stores • New York
GNC Acquisition Holdings Inc. (to be renamed GNC Holdings, Inc.), a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of shares of Class A common stock, par value $0.001 per share (“Stock”) of the Company and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of shares of Stock. In addition, solely for the purpose of covering sales of shares in excess of the number of Firm Shares (as defined below), the Selling Stockholders, severally and not jointly, propose to grant to the Underwriters the option to purchase from the Selling Stockholders up to additional shares of Stock. The aggregate of shares of Stock to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the ag
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • February 25th, 2011 • GNC Acquisition Holdings Inc. • Retail-food stores • New York
This MANAGEMENT SERVICES AGREEMENT (this “Agreement”), dated as of March 16, 2007 (the “Effective Date”), is made by and between GNC Acquisition Holdings Inc., a Delaware corporation (“Holdings”), and ACOF Operating Manager II, L.P., a Delaware limited partnership (“ACOF”).
