GNC 2008 Annual Report Download - page 205

(b) The Company agrees not to effect any sale or distribution of any of its equity securities or securities convertible into or exchangeable or exercisable
for any such equity securities within the Lock-up Period (except as part of such underwritten registration or pursuant to registrations on Form S-8, S-4 or any
successor forms thereto), except that such restriction shall not prohibit any such sale or distribution after the effective date of the registration statement
(i) pursuant to any stock option, warrant, stock purchase plan or agreement or other benefit plans approved by the Board to officers, directors or employees of
the Company or its subsidiaries; (ii) pursuant to Section 4(2) of the 1933 Act or (iii) as consideration to any third party seller in connection with the bona fide
acquisition by the Company or any subsidiary of the Company of the assets or securities of any Person in any transaction approved by the Board. In addition,
upon the request of the managing underwriter, the Company shall use its reasonable best efforts to cause each holder of its equity securities or any securities
convertible into or exchangeable or exercisable for any of such securities whether outstanding on the date of this Agreement or issued at any time after the
date of this Agreement (other than any such securities acquired in a public offering), to agree not to effect any such public sale or distribution of such
securities during such period, except as part of any such registration if permitted, and to cause each such holder to enter into a similar agreement to such effect
with the such managing underwriter. Notwithstanding the foregoing, the Company shall not be subject to a Lock-up Period in excess of 180 days in any
calendar year due to the registration of any Registrable Securities pursuant to Section 5.02.
SECTION 5.07. Participation in Registrations. No Stockholder may participate in any Registration hereunder which is underwritten unless such
Stockholder (a) agrees to sell its securities on the basis provided in any underwriting arrangements approved by the persons entitled hereunder to approve such
arrangements (provided, that such underwriting arrangements shall not limit any of such Stockholder's rights under this Agreement), and (b) completes and
executes all questionnaires, powers of attorney, underwriting agreements and other documents customarily required under the terms of such underwriting
arrangements.
SECTION 5.08. Co-Investors. The terms "Stockholder", "Piggyback Holder" and "Demand Holder", as used in Article V in the case of Ares, shall mean
Ares and the Co-Investors as a group; provided, that for purposes of Section 5.05, each of Ares and the Co-Investors shall be treated as separate Stockholders.
SECTION 5.09. Rule 144. After the Initial Public Offering, the Company shall file any reports required to be filed by it under the 1933 Act and the
1934 Act and the rules and regulations adopted by the Commission thereunder, and it will take such further action as any holder may reasonably request to
enable such holder to sell Registrable Securities without registration under the 1933 Act as permitted by (i) Rules 144 and 144A and Regulation S under the
1933 Act, as such Rules may be amended from time to time, or (ii) any similar rules or regulation hereafter adopted by the Commission. Upon the request of a
holder of Registrable Securities, the Company, at its own expense, will deliver to such holder: (x) a written statement as to whether it has complied with the
requirements that would make the exemption provided by such Rule or Rules available to such holder (and such holder shall be entitled to rely on the
accuracy of such written statement); (y) a copy of the most recent annual or quarterly report of the Company; and (z) such other reports and documents as
such holder may reasonably request in order to avail itself of any rule or regulation of the Commission allowing it to sell Registrable Securities without
registration.