GNC 2008 Annual Report Download - page 185

or applicable state securities laws and may not be offered, pledged, sold, assigned or otherwise transferred ("Transfer") except pursuant to (i) an
effective registration statement under the Act and applicable state securities laws or (ii) an applicable exemption from registration thereunder.
The securities represented by this certificate are also subject to the terms and conditions of an Amended and Restated Stockholders Agreement,
dated as of February 12, 2008, as it may be amended from time to time by and among GNC Acquisition Holdings, Inc. and certain of its
stockholders. The Amended and Restated Stockholders Agreement contains, among other things, (1) significant restrictions on the transfer of the
securities of the Company and (2) certain rights of first offer, tag-along and drag-along rights and restrictions applicable to the securities. A copy
of the Amended and Restated Stockholders Agreement is available upon request from the Company."
SECTION 3.03. Securities Laws. Each Stockholder agrees not to make any Transfer of all or any portion of any Stock unless and until:
(a) there is in effect a registration statement under the 1933 Act covering such proposed Transfer and such Transfer is made in accordance with such
registration statement; or
(b) (i) such Stockholder shall have notified the Company of the proposed Transfer and shall have furnished the Company with a reasonable description
of the circumstances surrounding the proposed Transfer; and (ii) if reasonably requested by the Company's counsel, such Stockholder shall furnish the
Company with an opinion of counsel, in form and substance reasonably satisfactory to the Company, that such Transfer shall not require registration of such
shares under the 1933 Act.
SECTION 3.04. Improper Transfer. Any attempt to Transfer any shares of Stock in violation of the terms of this Agreement shall be null and void and
no right, title or interest in or to such Stock shall be Transferred to the purported transferee, buyer, donee, assignee or encumbrance holder. The Company will
not give, and will not permit the Company's transfer agent to give, any effect to such attempted Transfer on its stock records.
ARTICLE IV.
RIGHTS OF CERTAIN STOCKHOLDERS
SECTION 4.01. Rights of First Offer.
(a) If any Stockholder proposes to Transfer all or any portion of its shares of Stock (the "Subject Securities") to a Person, other than (i) in accordance
with Section 4.03, 5.01 or 5.02, (ii) as a Tag-Along Stockholder pursuant to Section 4.02, (iii) in connection with an Initial Public Offering, or (iv) to a
Permitted Transferee of such Stockholder, such Stockholder (the "Offeror") shall first give written notice (the "Offer Notice") of such proposed Transfer to
the Company and to the other Stockholders who own at least 20% of the then outstanding Common Stock (the "Offerees"), that sets forth the number and type
of Subject Securities, the amount per share that such holder proposes to be paid for the Subject Securities (the "Sale Price"), the manner of payment and the
material terms of such proposed Transfer (including the purchase price per share and the identity of the proposed transferor). The Offer Notice shall constitute
an irrevocable offer by the Offeror to sell to the Company the Subject Securities at the Sale Price on the terms set forth in the Offer Notice.