GNC 2008 Annual Report Download - page 196

ARTICLE V.
REGISTRATION RIGHTS
SECTION 5.01. Company Registration.
(a) Right to Piggyback on Registration of Stock. Subject to Section 5.01(c), if at any time or from time to time following an Initial Public Offering (or,
if any Stockholder is selling Common Stock in an Initial Public Offering, in such Initial Public Offering) the Company proposes to register the Common
Stock under the 1933 Act in connection with a public offering of such Common Stock on any form other than Form S-4 or Form S-8 or any similar successor
forms or another form used for a purpose similar to the intended use for such forms (a "Piggyback Registration"), whether for its own account or for the
account of one or more stockholders of the Company, the Company shall give each Stockholder written notice of such determination (i) at least 30 days prior
to the anticipated effective date of such Piggyback Registration and (ii) within ten Business Days after the Company's receipt of any notice of an exercise of
demand registration rights. Upon the written request of any Stockholder (the "Piggyback Holder") given within ten Business Days after receipt of any such
notice by the Company, the Company shall use its reasonable best efforts to cause to be registered under the 1933 Act all of the Registrable Securities held by
such Stockholder that the Stockholder has requested to be registered; provided, that if, at any time after giving written notice of its intention to register any
securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason
not to register or to delay registration of all such securities, the Company may, at its election, give written notice of such determination to each Piggyback
Holder and (i) in the case of a determination not to register all of such securities, shall be relieved of its obligation to register any Registrable Securities in
connection with such registration (but not from any obligation of the Company to pay the registration expenses in connection therewith); and (ii) in the case of
a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other
securities. No registration effected under this Section 5.01 shall relieve the Company of its obligation to effect any registration upon demand under
Section 5.02.
(b) Selection of Underwriters. If any Piggyback Registration involves an underwritten primary offering of the Company's securities, the Board shall
have the right to select any underwriter or underwriters to manage such Piggyback Registration.
(c) Priority on Piggyback Registrations. In the event that the Piggyback Registration includes an underwritten offering, the Company shall so advise the
Stockholders as part of the written notice given pursuant to Section 5.01(a) and the registration rights provided in Section 5.01(a) shall be subject to the
condition that if the managing underwriter or underwriters of a Piggyback Registration advise the Company that in its opinion the number of Registrable
Securities proposed to be sold in such Piggyback Registration exceeds the number that can be sold without adversely affecting the marketability, proposed
offering price, timing, distribution method or probability of success of the offering, the Company and the Stockholders, as the case may be, will include in
such registration only the number of Registrable Securities which, in the opinion of such underwriter or underwriters can be sold in such offering without such
adverse effect. The Registrable Securities so included in such Piggyback Registration shall be apportioned as follows: (a) first, to any shares of Common
Stock that the Company proposes to sell and (b) second, pro rata among shares of the Registrable Securities included in such Piggyback Registration, in each
case according to the total number of shares of the Registrable Securities requested for inclusion by the Piggyback Stockholders, or in such other proportions
as shall mutually be agreed to among the Piggyback Stockholders.