GNC 2008 Annual Report Download - page 211

EXHIBIT A
FORM OF JOINDER AGREEMENT
WHEREAS, simultaneously with the execution of this Agreement, the undersigned is acquiring [Common Stock (the "Common Stock"), par value
$0.001 per share] of GNC Acquisition Holdings Inc., a Delaware corporation (the "Company")], [and [Series A Cumulative Preferred Stock, par value $0.001
per share] of the Company, (the "Preferred Stock" and, together with the Common Stock], the "Stock"])] ; and
WHEREAS, as a condition to the acquisition of the [Common][Preferred] Stock, the undersigned has agreed to join in a certain Amended and Restated
Stockholders Agreement, dated as of February 12, 2008 (the "Stockholders Agreement"), among the Company and the Stockholders (as such term is defined
in the Stockholders Agreement) party thereto; and
WHEREAS, the undersigned understands that the execution of this Agreement is a condition precedent to the acquisition of the [Common]
[Preferred]Stock;
NOW, THEREFORE, as an inducement to both the transferor of the [Common][Preferred] Stock and the other Stockholders to allow the Transfer (as
such term is defined in the Stockholders Agreement) of the [Common][Preferred] Stock to the undersigned, the undersigned agrees as follows:
1. The undersigned hereby joins in the Stockholders Agreement and agrees to be bound by the terms and provisions of the Stockholders Agreement as
provided by the Stockholders Agreement as a Stockholder.
2. The undersigned hereby agrees that the certificate or certificates to be issued to the undersigned representing the [Common][Preferred] Stock shall be
legended as follows:
"The securities represented by represented by this Certificate have not been registered under the United States Securities Act of 1933, as
amended (the "Act"), 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."
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