0001104659-12-057417 Sample Contracts

Underwriting Agreement
Underwriting Agreement • August 13th, 2012 • GNC Holdings, Inc. • Retail-food stores • New York

The Company has entered into a stock repurchase agreement, dated as of the date hereof (the “Repurchase Agreement”), with Ares, pursuant to which and subject to completion of the sale of the Shares contemplated hereby, the Company has agreed to repurchase, and Ares has agreed to sell, 6,000,000 shares of Stock at a price per share equal to the price per share at which the Underwriter will purchase the Shares from the Selling Stockholders pursuant to Section 2 of this Agreement (collectively, the “Repurchase”).

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STOCK REPURCHASE AGREEMENT
Stock Repurchase Agreement • August 13th, 2012 • GNC Holdings, Inc. • Retail-food stores • New York

THIS STOCK REPURCHASE AGREEMENT (this “Agreement”) is entered into as of August 9, 2012 by and between GNC Holdings, Inc., a Delaware corporation (the “Company”), and Ares Corporate Opportunities Fund II, L.P., a Delaware limited partnership (the “Seller”).

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