GNC 2008 Annual Report Download - page 219

"distribution" thereof within the meaning of the Securities Act or other applicable securities laws.
(b) The Participant has been advised that the shares of Common Stock have not been registered under the Securities Act or other applicable securities
laws, on the ground that no distribution or public offering of the shares of Common Stock is to be effected (it being understood, however, that the shares of
Common Stock are being issued and sold in reliance on the exemption provided under Rule 701 under the Securities Act), and that the shares of Common
Stock must be held indefinitely, unless they are subsequently registered under the applicable securities laws or the Participant obtains an opinion of counsel
(in the form and substance satisfactory to the Company and its counsel) that registration is not required. In connection with the foregoing, the Company is
relying in part on the Participant's representations set forth in this Section. The Participant further acknowledges and understands that the Company is under
no obligation hereunder to register the shares of Common Stock.
(c) The Participant is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited
public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions. The Participant acknowledges that he is familiar
with the conditions for resale set forth in Rule 144, and acknowledges and understands that the conditions for resale set forth in Rule 144 have not been
satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.
(d) The Participant will not sell, transfer or otherwise dispose of the shares of Common Stock in violation of the Plan, this Agreement, Securities Act
(or the rules and regulations promulgated thereunder) or under any other applicable securities laws. The Participant agrees that he will not dispose of the
Common Stock unless and until he has complied with all requirements of this Agreement applicable to the disposition of the shares of Common Stock.
(e) The Participant has been furnished with, and has had access to, such information as he considers necessary or appropriate for deciding whether to
invest in the shares of Common Stock, and the Participant has had an opportunity to ask questions and receive answers from the Company regarding the terms
and conditions of the issuance of the Common Stock.
(f) The Participant is aware that his investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of
complete loss. The Participant is able, without impairing his financial condition, to hold the Shares for an indefinite period and to suffer a complete loss of his
investment in the Common Stock.
9. Rights as a Stockholder. The Participant shall have no rights as a stockholder with respect to any shares covered by the Option unless and until the
Participant has become the holder of record of the shares, and no adjustments shall be made for dividends in cash or other property, distributions or other
rights in respect of any such shares, except as otherwise specifically provided for in the Plan. Notwithstanding the foregoing, prior to the expiration of the
Option as provided herein or the exercise of the Option in full, the Participant shall be
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