STOCKHOLDERS AGREEMENT By and Among GNC HOLDINGS, INC., ARES CORPORATE OPPORTUNITIES FUND II, L.P. AND ONTARIO TEACHERS’ PENSION PLAN BOARDStockholders Agreement • April 12th, 2011 • GNC Holdings, Inc. • Retail-food stores • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of April 6, 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”).
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 • April 12th, 2011 • GNC Holdings, Inc. • Retail-food stores • Delaware
THIS SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of April 6, 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”).
