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Table of Contents
Exhibits:
Listed below are all exhibits filed as part of this Annual Report. Certain exhibits are incorporated by reference from statements and reports previously
filed by Holdings or Centers with the SEC pursuant to Rule 12b-32 under the Exchange Act:
3.1 Amended and Restated Certificate of Incorporation of Holdings, as currently in effect. (Incorporated by
reference to Exhibit 3.1 to Holdings' Current Report on Form 8-K (File No. 001-35113), filed April 12,
2011.)
3.2
Fourth Amended and Restated Bylaws of Holdings, as currently in effect. (Incorporated by reference to
Exhibit 3.2 to Holdings' Current Report on Form 8-K (File No. 001-35113), filed April 12, 2011.)
4.8
Specimen of Class A Common Stock Certificate. (Incorporated by reference to Exhibit 4.8 to Holdings'
Pre-Effective Amendment No. 3 to its Registration Statement on Form S-1 (File No. 333-169618), filed
February 25, 2011.)
4.9
Second Amended and Restated Stockholders Agreement, dated April 6, 2011, by and among Holdings,
Ares, OTPP and the other stockholders party thereto. (Incorporated by reference to Exhibit 4.1 to
Holdings' Current Report on Form 8-K (File No. 001-35113), filed April 12, 2011.)
4.10
Stockholders Agreement, dated April 6, 2011, by and among Holdings, Ares and OTPP. (Incorporated by
reference to Exhibit 4.2 to Holdings' Current Report on Form 8-K (File No. 001-35113), filed April 12,
2011.)
10.1
Mortgage, Assignment of Leases, Rents and Contracts, Security Agreement and Fixture Filing, dated
March 23, 1999, from Gustine Sixth Avenue Associates, Ltd., as Mortgagor, to Allstate Life Insurance
Company, as Mortgagee. (Incorporated by reference to Exhibit 10.5 to Centers' Registration Statement on
Form S-4 (File No. 333-114502), filed April 15, 2004.)
10.2
Lease Agreement, dated as of November 1, 1998, between Greenville County, South Carolina and
General Nutrition Products, Inc. (Incorporated by reference to Exhibit 10.34 to Holdings' Pre-Effective
Amendment No. 2 to its Registration Statement on Form S-1 (File No. 333-169618), filed February 10,
2011.)
10.3
GNC Live Well Later Non-Qualified Deferred Compensation Plan, effective February 1, 2002.
(Incorporated by reference to Exhibit 10.14 to Centers' Registration Statement on Form S-4 (File
No. 333-114502), filed April 15, 2004.)
10.4
Deferred Compensation Plan for Centers, effective January 1, 2009. (Incorporated by reference to
Exhibit 10.32 to Centers' Annual Report on Form 10-K (File No. 333-114396), filed February 25, 2011.)
10.5
GNC Acquisition Holdings Inc. 2007 Stock Incentive Plan, adopted as of March 16, 2007. (Incorporated
by reference to Exhibit 10.12 to Centers' Pre-Effective Amendment No. 1 to its Registration Statement on
Form S-4 (File No. 333-144396), filed August 10, 2007.)
10.6
Amendment No. 1 to the GNC Acquisition Holdings Inc. 2007 Stock Incentive Plan, dated as of
February 12, 2008. (Incorporated by reference to Exhibit 10.11 to Centers' Annual Report on Form 10-K
(File No. 333-144396), filed March 14, 2008.)
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