GNC 2010 Annual Report Download - page 229

(2) "GNC Board" means the Board of Directors of GNC.
(3) "OTPP" means Ontario Teachers' Pension Plan Board.
(4) "Permitted Group" means any group of investors that is deemed to be a "person" (as that term is used in Section 13(d) of the
Exchange Act) at any time prior to GNC' initial public offering of common stock, solely by virtue of the Stockholders Agreement by and among
GNC, Ares, OTPP, the Executive, and the other parties thereto, as the same may be amended, modified or supplemented from time to time.
(5) "Permitted Holder" means Ares, Ares Management, Inc., Ares Management LLC and OTPP.
(6) "Related Party" means:
(x) any controlling equityholder, managing general partner or majority-owned subsidiary, of any Permitted Holder;
(y) any trust, corporation, partnership, limited liability company or other entity, the beneficiaries, stockholders, partners, members,
owners or Persons beneficially holding an 80% or more controlling interest of which consist of any one or more Permitted Holders and/or such
other Persons referred to in the immediately preceding clause (x): or
(z) any investment fund or similar entity managed by any one or more Permitted Holders and/or such other Persons referred to in the
immediately preceding clause (x) or (Y).
Notwithstanding anything to the contrary in this Exhibit A, the definition of Change of Control shall be interpreted consistently with the
definition of "Change of Control" contained in Section 409A of the Code and regulations and guidance issued by the Internal Revenue Service
under Section 409A of the Code, including IRS Notice 2005-1. A-2