0001047469-12-001997 Sample Contracts

Underwriting Agreement
Underwriting Agreement • March 1st, 2012 • GNC Holdings, Inc. • Retail-food stores • New York

Certain stockholders named in Schedule II hereto (the “Selling Stockholders”) of GNC Holdings, Inc., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ ] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [ ] additional shares (the “Optional Shares”) of Class A common stock, par value $0.001 per share (“Stock”), of the Company (the Firm Shares and the Optional Shares which the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”).

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FORM OF EMPLOYMENT AGREEMENT(1)
Form of Employment Agreement • March 1st, 2012 • GNC Holdings, Inc. • Retail-food stores • Pennsylvania

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of [Note 4] (the “Effective Date”), by and between General Nutrition Centers, Inc., a Delaware corporation (the “Company”) that is an indirect wholly owned subsidiary of GNC Holdings, Inc., a Delaware corporation (“GNC”), and [Note 1] (the “Executive”).

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