Exhibit 10.1

GNC HOLDINGS, INC.

STOCKHOLDERS AGREEMENT

Dated as of November 8, 2018

TABLE OF CONTENTS

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STOCKHOLDERS AGREEMENT

This Stockholders Agreement, dated as of November 8, 2018, by and between GNC Holdings, Inc., a Delaware corporation (the “ Company ”), and Harbin Pharmaceutical Group Co., Ltd., a company incorporated in the People’s Republic of China (“ Investor ”).

BACKGROUND:

WHEREAS, Investor and the Company are party to that certain Securities Purchase Agreement (as defined below), pursuant to which, among other things, Investor agreed to purchase from the Company, and the Company has agreed to issue and sell to Investor, shares of Convertible Preferred Stock (as defined below), subject to the terms and conditions set forth in the Securities Purchase Agreement;

WHEREAS, concurrently with the execution of this Agreement, the Company and Investor are entering into a Registration Rights Agreement, dated as of the date hereof (the “ Registration Rights Agreement ”), providing for certain registration rights which the Company is granting to Investor;

WHEREAS, the execution and delivery of this Agreement and the Registration Rights Agreement is a condition of the Investor and the Company to the Closing;

WHEREAS, in connection with the transactions contemplated by the Securities Purchase Agreement, the Company and Investor wish to set forth certain understandings between such parties, including with respect to certain governance matters; and

WHEREAS, the Company and Investor have agreed that the rights and obligations set forth herein shall become automatically effective simultaneously with the Closing (as defined below).

NOW, THEREFORE, in consideration of the foregoing, and the representations, warranties, covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:

ARTICLE I

INTRODUCTORY MATTERS

1.1 Defined Terms . In addition to the terms defined elsewhere herein, the following terms have the following meanings when used herein with initial capital letters:

“ 10% Stockholder ” means, in connection with a proposed Transfer of Equity Securities of the Company, any Person or Group that has filed a statement of beneficial ownership report on Schedule 13D or Schedule 13G with the SEC which reports such Person’s or Group’s Beneficial Ownership of ten percent (10%) or more of the total issued and outstanding Common Stock at the time of such proposed Transfer.

“ Acquisition ” means any transaction or series of related transactions involving: (i) any merger, consolidation, share exchange, business combination, recapitalization, reorganization, or other transaction that would result in the stockholders of the Company immediately preceding such transaction Beneficially Owning less than thirty-five percent (35%) of the total outstanding Equity Securities in the surviving or resulting entity of such transaction (measured by voting power or economic interest), (ii) any transaction, including any direct or indirect acquisition or any tender offer, exchange offer or other secondary acquisition, that would result in any Person or Group Beneficially Owning more than thirty-five percent (35%) of the total outstanding Equity Securities of the Company (measured by voting power or economic interest), or (iii) any sale, lease, license or other disposition, directly or indirectly, of all or substantially all of the consolidated assets of the Company.

“ Acquisition Proposal ” means any proposal, offer, inquiry, indication of interest or expression of intent (whether binding or non-binding, and whether communicated to the Company, the Board or publicly announced to the Company’s stockholders or otherwise) by any Person or Group relating to an Acquisition.

“ Affiliate ” means, as to any Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control (meaning holding over 50% of the voting rights) with, the first-mentioned Person. The parties agree that no Governmental Entity shall be deemed to be an “Affiliate” of either party.

“ Affiliated Investor Designee ” means any Investor Designee that is not an Independent Investor Designee.

“ Agreement ” means this Stockholders Agreement, as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof.

“ As-Converted Basis ” means on an as-converted-to-Common Stock basis (disregarding for such purpose any conversion limitations thereon).

“ Beneficially Own ” (including its correlative meanings, “ Beneficial Owner ” and “ Beneficial Ownership ”) has the meaning set forth in Rule 13d-3 promulgated under the Exchange Act; provided , however, that, notwithstanding anything in Rule 13d-3(d)(1)(i) to the contrary, the determination of “Beneficial Ownership” of a Person shall be made after giving effect to the conversion of all options, warrants, rights and convertible or other similar securities outstanding as of any date in question that are held by such Person, irrespective of any conversion or vesting requirement of any such security.

“ Board ” means the board of directors of the Company.

“ Business Day ” means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York, are authorized by Law to close prior to 5 p.m. New York City Time or remain closed.

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“ Cash Offer Trigger Event ” means any of (i) the issuance after the Second Subsequent Closing by the Company’s auditors of an opinion containing a going concern qualification for the Company with respect to the any full fiscal year of the Company, (ii) the Company being in material breach (which is not cured or waived) after the Second Subsequent Closing of any financial maintenance covenant in any of its debt instruments or (iii) the eighteen (18) month anniversary of the Closing.

“ CEO Designee ” has the meaning set forth in Section  2.1(c) .

“ Certificate of Designations ” means that certain Certificate of Designations of the Company establishing the Convertible Preferred Stock, as the same may be amended from time to time.

“ Closing ” has the meaning set forth in the Securities Purchase Agreement.

“ Common Stock ” means the shares of Class A common stock, $0.001 par value per share, of the Company, and any other capital stock of the Company into which such common stock is reclassified or reconstituted.

“ Company ” has the meaning set forth in the Preamble.

“ Company Charter ” means the Amended and Restated Certificate of Incorporation of the Company, as amended.

“ Company Designees ” means (i) the Directors duly designated and appointed to the Board as of the date hereof, in each case pursuant to Section 5.18 of the Securities Purchase Agreement, and (ii) the individuals nominated by the Independent Company Designees pursuant to  Section  2.1(d) .

“ Confidentiality Agreement ” has the meaning set forth in Section  4.4 .

“ Contested Election ” means an election in which the Secretary of the Company determines in good faith that the number of Director nominees is greater than the number of Directors to be elected.

“ Control ” (including its correlative meanings, “ Controlled ” and “ Controlled by ”) means possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise) of a Person.

“ Conversion Price ” has the meaning set forth in the Certificate of Designations.

“ Convertible Notes ” means the Company’s 1.5% Convertible Senior Notes, issued on August 10, 2015 pursuant to the Convertible Notes Indenture, in an original aggregate principal amount of $287,500,000, due in 2020.

“ Convertible Notes Indenture ” means that certain Indenture, dated as of August 10, 2015, by and among the Company, the Subsidiary guarantors party thereto and Bank of New York Mellon Trust Company, N.A., as Trustee.

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“ Convertible Preferred Stock ” means the shall mean the class of preferred stock of the Company titled the “Series A Convertible Preferred Stock.”

“ Designee Qualifications ” has the meaning set forth in Section  2.2(a)(viii) .

“ Director ” means any director of the Company.

“ Director Confidentiality Agreement ” means a Confidentiality Agreement, substantially in the form attached as Exhibit A to this Agreement (as it may be modified from time to time by the Nominating and Corporate Governance Committee), which each Director that is not an employee of the Company shall be required to execute as a condition to such Director’s election or nomination for election and any subsequent nomination for election as a Director.

“ Equity Securities ” means any and all (i) shares, interests, participations or other equivalents (however designated) of capital stock or other voting securities of a corporation, any and all equivalent or analogous ownership (or profit) or voting interests in a Person (other than a corporation), (ii) securities convertible into or exchangeable for shares, interests, participations or other equivalents (however designated) of capital stock or voting securities of (or other ownership or profit or voting interests in) such Person, and (iii) any and all warrants, rights or options to purchase any of the foregoing, whether voting or nonvoting, and, in each case, whether or not such shares, interests, participations, equivalents, securities, warrants, options, rights or other interests are authorized or otherwise existing on any date of determination.

“ Exchange ” shall mean the New York Stock Exchange LLC or any other exchange on which the Common Stock is listed.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, as the same may be amended from time to time.

“ Exempted Person ” has the meaning set forth in Section 4.6.

“ First Subsequent Closing ” has the meaning set forth in the Securities Purchase Agreement.

“ Governmental Entity ” means any national, federal, state, county, municipal, local or foreign government, or other political subdivision thereof, and any entity exercising executive, legislative, judicial, regulatory, taxing, administrative or prosecutorial functions of or pertaining to government.

“ Group ” has the meaning assigned to it in Section 13(d)(3) of the Exchange Act and Rule 13d-5 thereunder.

“ Indebtedness ” means, of any Person and as of any time, the aggregate amount of the following, without duplication: (a) the outstanding principal amount of any indebtedness for borrowed money; (b) all other obligations evidenced by bonds, debentures, notes or similar instruments of indebtedness; (c) all capitalized lease obligations that are classified as a balance sheet liability in accordance with GAAP; (d) all letters of credit, performance bonds, surety bonds, banker’s acceptances or similar obligations issued for the account of such Person; (e) all guarantees

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and keepwell arrangements issued by such Person; (f) to the extent not otherwise included, all indebtedness of another Person secured by a lien on any asset owned by such first Person, whether or not such indebtedness is assumed by such first Person; (g) all obligations due and payable under any interest rate swap agreements or interest rate hedge agreements and similar agreements to which any such Person is a party; (h) all obligations issued or assumed as the deferred purchase price of property or services with respect to which any Person is liable, contingent or otherwise (including conditional sale obligations and “earn-out” obligations but excluding trade payables arising in the ordinary course of business); and (i) any interest owed with respect to the indebtedness referred to above and prepayment penalties, premiums, breakage or fees and expenses due and payable with respect thereto.

“ Independent Company Designee ” means a Company Designee who qualifies as an “independent” director under the rules of the Exchange and any guidelines adopted by the Board or the Nominating and Corporate Governance Committee that are applicable to all Directors, as determined in good faith by the Nominating and Corporate Governance Committee.

“ Independent Investor Designee ” means an Investor Designee that (A) at no time during the three (3) year period prior to his or her election or appointment to the Board, nor during his or her service as a Director, has been or is an employee, director, officer of, or consultant or other service provider to, any of the Investor Entities, or has received or is receiving compensation from any of the Investor Entities and (B) qualifies as an “independent” director under the rules of the Exchange and any guidelines adopted by the Board or the Nominating and Corporate Governance Committee that are applicable to all Directors, as determined in good faith by the Nominating and Corporate Governance Committee.

“ Initial Investor Designees ” means two individuals duly designated by the Investor as “Investor Designees” (as such term is defined in the Securities Purchase Agreement) and appointed to the Board as of the date hereof, in each case pursuant to Section 5.18 of the Securities Purchase Agreement.

“ Investor ” has the meaning set forth in the Preamble.

“ Investor Acquisition ” means any Acquisition in which an Investor Entity is the acquiror.

“ Investor Designee ” has the meaning set forth in Section  2.1(b) .

“ Investor Entities ” means Investor and its Affiliates.

“ Investor Parties ” means (i) Investor and (ii) any Investor Permitted Transferee that becomes a party to this Agreement by executing a joinder agreement substantially in the form attached as Exhibit D to this Agreement.

“ Investor Permitted Transferee ” has the meaning set forth in Section  4.1(b)(ii) .

“ Issuance Notice ” has the meaning set forth in Section  4.2(a) .

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“ Law ” means any applicable national, provincial, state, municipal and local laws, statutes, ordinances, decrees, rules, regulations or Orders of any Governmental Entity, in each case, having the force of law.

“ Material Terms ” has the meaning set forth in Section  2.1(b) .

“ New Issuance ” has the meaning set forth in Section  4.2(a) .

“ New Issuance Closing ” has the meaning set forth in Section  4.2(c) .

“ New Securities ” means (A) any shares of Common Stock, (B) any shares of preferred securities or (C) any preferred or debt securities that are convertible into or exchangeable for shares of Common Stock, other than, in each case, any shares of Common Stock or such other securities that are: (i) issued to employees, officers or directors of, or consultants to, the Company or any of its Affiliates pursuant to any plan, agreement or arrangement approved by the Board (or a committee thereof); (ii) issued as consideration in connection with the acquisition by the Company (or any of its Affiliates) of any business, assets or property of any third party, by merger, sale of assets, sale of stock or otherwise; (iii) issued upon conversion or exercise of the Convertible Preferred Stock or the Convertible Notes; (iv) distributed or set aside ratably to all holders of Common Stock on a per share equivalent basis; (v) in connection with the bona fide sale by the Company or any of its Subsidiaries of all or substantially all of the Equity Securities of one or more Subsidiaries of the Company; or (vi) issued as an “equity kicker” in connection with any debt financing from a financial institution or other equipment or real property loan or leasing arrangement. For the avoidance of doubt, securities issued pursuant to the First Subsequent Closing and the Second Subsequent Closing shall not be deemed “New Securities”.

“ Nominating and Corporate Governance Committee ” means the nominating and corporate governance committee of the Board, or another committee performing the functions of nominating or selecting Persons for election or appointment to the Board.

“ Observer ” has the meaning set forth in Section  2.1(h) .

“ Order ” means any judgment, order, decision, writ, injunction, decree or arbitration award.

“ Per Se curity Offering Price ” has the meaning set forth in Section  4.2(a) .

“ Percentage Interest ” means, with respect to any stockholder(s) of the Company, the Total Share Ownership of such stockholder(s) divided by the total issued and outstanding shares of Common Stock, including Convertible Preferred Stock on an As-Converted Basis and any other shares of Common Stock, in each case, deemed to be Beneficially Owned by such stockholder that are not yet issued and outstanding, expressed as a percentage.

“ Permitted Transfer ” has the meaning set forth in Section  4.1(b) .

“ Person ” means an individual, corporation, limited liability company, partnership, association, trust, unincorporated organization, other entity or Group.

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“ Registration Rights Agreement ” has the meaning set forth in the Recitals.

“ Restricted Entity ” means a Person principally engaged in the business of owning, operating, managing, franchising or branding retail nutrition supplement stores, or developing or manufacturing nutritional supplements, that, in each case, competes with the Company and is listed on Exhibit B attached hereto, as such list may be amended by the Company acting reasonably and in good faith from time to time, but not more than once every twelve (12) months, by delivery of written notice to Investor no less than one-hundred and twenty (120) days prior to such amendment; provided that in no event shall Exhibit B contain more than fifteen (15) such Persons at any one time; provided , further, for the avoidance of doubt, “Restricted Entity” shall not include any Investor Entity as of the date hereof.

“ Restricted Period ” means the period commencing on the Closing and ending on the second (2 ^nd ) anniversary of the latest to occur of the Closing, the First Subsequent Closing or the Second Subsequent Closing.

“ SEC ” means the U.S. Securities and Exchange Commission or any successor agency.

“ Second Subsequent Closing ” has the meaning set forth in the Securities Purchase Agreement.

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, as the same may be amended from time to time.

“ Securities Purchase Agreement ” means that certain Securities Purchase Agreement, dated as of February 13, 2018, as amended as of November 7, 2018, by and between Investor and the Company.

“ Subsidiary ” of Investor, the Company or any other Person means any corporation, partnership, joint venture or other legal entity of which Investor, the Company or such other Person, as the case may be (either alone or through or together with any other Subsidiary), owns, directly or indirectly, a majority of the capital stock or other Equity Securities the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation, limited liability company, partnership, joint venture or other legal entity, or otherwise owns, directly or indirectly, such capital stock or other Equity Securities that would confer Control of any such corporation, limited liability company, partnership, joint venture or other legal entity, or any Person that would otherwise be deemed a “subsidiary” under Rule 12b-2 promulgated under the Exchange Act.

“ Sunset Date ” means the date that the aggregate Percentage Interest of the Investor Entities is (a) prior to the First Subsequent Closing, less than the Percentage Interest of the Investor Entities immediately following the Closing (without taking into account any decrease in such Percentage Interest as a result of actions taken by the Company or any exercise, exchange or conversion of any securities of the Company) and (b) after the First Subsequent Closing, less than fifteen percent (15%).

“ Total Number of Directors ” means the total number of authorized Directors comprising the entire Board.

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“ Total Share Ownership ” means, as of any applicable date hereunder, and with respect to any Person, the total number of shares of Common Stock (including Convertible Preferred Stock on an As-Converted Basis) both (i) Beneficially Owned by such Person and (ii) in which such Person has the pecuniary interest. For the avoidance of doubt, a Person shall not be deemed to have ownership of a share of Common Stock, for purposes of calculating Total Share Ownership, if such Person has Beneficial Ownership of such share of Common Stock but does not also have the pecuniary interest in such share or, conversely, if such Person has the pecuniary interest in such share of Common Stock but does not also have Beneficial Ownership of such share.

“ Transfer ” (including its correlative meaning, “ Transferred ”) shall mean, with respect to any Equity Security, directly or indirectly, by operation of Law, contract or otherwise, (i) to sell, contract to sell, give, assign, hypothecate, pledge, encumber, grant a security interest in, offer, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any economic, voting or other rights in or to such Equity Security, (ii) to engage in any hedging, swap, forward contract or other similar transaction that is designed to or which reasonably could be expected to lead to or result in a sale or disposition of Beneficial Ownership of, or pecuniary interest in, such Equity Security, including any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to such Equity Security, or (iii) to enter into a short sale of, or trade in, derivative securities representing the right to vote or economic benefits of, such Equity Security. When used as a noun, “ Transfer ” shall have such correlative meaning as the context may require.

“ Two-Thirds Majority Vote ” means a vote of the Board wherein two-thirds or more of the Total Number of Directors approve the matter, including, for so long as the Percentage Interest of the Investor Entities is at least 25%, at least one Affiliated Investor Designee entitled to vote on the matter; provided , however, that the Total Number of Directors shall be determined without regard to the number of Directors who have recused themselves from voting on such matter, or otherwise is not entitled to vote on a matter, in each case as a result of such Director’s conflict of interest with respect to such matter.

“ Voting Securities ” means shares of Common Stock, Convertible Preferred Stock and any other securities of the Company entitled to vote generally in the election of Directors.

1.2 Construction . The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words

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(including electronic media) in a visible form. References to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms thereof. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. References to “law,” “laws” or to any applicable Law shall be deemed to refer to such law or applicable Law as amended from time to time, except as otherwise specified herein, and to any rules or regulations promulgated thereunder. All references to “days” shall mean calendar days unless otherwise indicated. The parties have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

ARTICLE II

CORPORATE GOVERNANCE MATTERS

2.1 Composition of the Board .

(a) Pursuant to the Securities Purchase Agreement and in each case effective as of the Closing:

(i) the Board shall take all necessary corporate action to increase the Total Number of Directors to ten (10), comprised of two (2) Initial Investor Designees, up to seven (7) Company Designees and the Company’s chief executive officer; and

(ii) the Company shall take all necessary corporate action to appoint the Initial Investor Designees to the Board.

(b) From and after the Closing until the Sunset Date, subject to the terms and conditions of this Article II , Investor shall have the right (but not the obligation) to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, up to two (2) individuals that meet the Designee Qualifications to serve as Directors (each such individual whom Investor shall actually designate pursuant to this Section  2.1 and who qualifies to serve and is thereafter elected as a Director shall be referred to herein as an “ Investor Designee ”). Notwithstanding the foregoing provisions of this Section  2.1(b) , the number of individuals that Investor shall be entitled to designate to serve as Directors pursuant to this Section  2.1(b) shall be adjusted, as applicable, immediately after any Transfer of Equity Securities of the Company by an Investor Entity and otherwise at each record date established by the Board with respect to any meeting of stockholders of the Company involving the election of Directors, to a number equal to the Percentage Interest of the Investor Entities multiplied by the Total Number of Directors at such time, rounded up to the nearest whole number; provided , that, (i) the number of Investor Designees shall not exceed two (2) individuals and (ii) on and after the Sunset Date, or the earlier date on which any Investor Entity intentionally breaches Article III , Section  4.1 or Section  4.3 of this Agreement (the “ Material Terms ”) in any material respect and such breach continues after written notice from the Company and a ten (10) Business Day opportunity to cure or fails to satisfy its obligations to consummate the First Subsequent Closing or Second Subsequent Closing in accordance with the Securities Purchase Agreement, the Investor shall not be entitled to designate any individuals to serve as Directors, and no Investor Designee shall be entitled to serve as Director, in each case pursuant to this Agreement.

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(c) From and after the Closing until the Sunset Date, the chief executive officer of the Company shall be entitled to be nominated by the Board for election as a Director (except as otherwise determined by the approval of a majority of the independent directors, including a majority of the Independent Company Designees entitled to vote on such matter) (such Person, the “ CEO Designee ”).

(d) From and after the Closing until the Sunset Date, the Independent Company Designees shall have the exclusive right to nominate persons on behalf of the Board for election at annual stockholders meetings for, or to fill vacancies in, all Director positions, other than (i) the Investor Designees and (ii) the CEO Designee; provided , that, at all times, the Company Designees shall be Independent Company Designees, unless otherwise determined by the Board (including, for so long as the Percentage Interest of the Investor Entities is at least 25%, at least a majority of the Investor Designees entitled to vote on such matter).

(e) If at any time Investor has designated fewer than the total number of individuals that Investor is then entitled to designate pursuant to Section  2.1(b) , Investor shall have the right (but not the obligation) to designate such number of additional individuals who meet the Designee Qualifications that Investor is entitled to so designate, in which case, any individuals nominated by or at the direction of the Board or any duly-authorized committee thereof for election as Directors to fill any vacancy or newly created directorships on the Board shall include such designees, and the Company shall use its reasonable best efforts to (i) effect the election of such additional designees, whether by increasing the size of the Board or otherwise, and (ii) cause the election of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies.

(f) Subject to Section  2.3 , in the event that a vacancy is created at any time by the death, disability, retirement, removal or resignation of any Investor Designee, any individual nominated or appointed by or at the direction of the Board or any duly-authorized committee thereof to fill such vacancy shall be, and the Company shall use its reasonable best efforts to cause such vacancy to be filled by, a new designee of Investor who meets the Designee Qualifications, and the Company and the Board shall use reasonable best efforts, to the fullest extent permitted by Law, at any time and from time to time, to accomplish the same as soon as possible following such designation.

(g) For any designation pursuant to this Section  2.1 that occurs after the Closing, in connection with an election of Directors by the stockholders of the Company, Investor shall identify its designees by written notice to the Company no less than ninety (90) days prior to the date of the meeting of stockholders of the Company called for the purpose of electing Directors or if later, prior to the 10 ^th day after the public announcement of the meeting date. So long as an individual designated by Investor pursuant to this Section  2.1 meets the Designee Qualifications, the Company shall, to the fullest extent permitted by Law, include such individual in the slate of nominees recommended by the Board at any meeting of stockholders called for the purpose of electing Directors, and use its reasonable best efforts to cause the election of such individual to the Board, including nominating such individual to be elected as a Director as provided herein, recommending such individual’s election, soliciting proxies or consents in favor thereof.

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(h) The Company shall at all times provide each Investor Designee (in his or her capacity as a member of the Board) with the same rights to indemnification, advancement of expenses and exculpation that it provides to other Directors. Each Investor Designee shall be entitled to receive from the Company and its Subsidiaries, if applicable, the same insurance coverage in connection with his or her service as a member of the Board or any committee thereof as is provided to other Directors. Such insurance coverage shall be provided through customary director and officer indemnity insurance on commercially reasonable terms. The Company shall at all times provide each Investor Designee with compensation, benefits and reimbursement (including of travel expenses) that it provides to the Company Designees.

(i) From the date hereof until the Sunset Date, Investor may designate one (1) individual as an observer (the “ Observer ”) to attend each meeting of the Board and its committees in a non-voting capacity, subject to such individual’s prior execution and delivery to the Company of a customary confidentiality agreement in the form attached hereto as Exhibit C (as it may be reasonably modified from time to time by the Nominating and Corporate Governance Committee) and except when such attendance would present an actual or potential conflict of interest (in the good faith determination of the Board or any committee thereof, as applicable).

2.2 Qualification of Investor Designees .

(a) Each Investor Designee shall, as determined by the Nominating and Corporate Governance Committee, acting reasonably and in good faith and in a manner consistent with the fiduciary duties of each Director, the rules of the Exchange and applicable Law, at the time of his or her nomination or appointment as a Director and at all times thereafter until such individual ceases to serve as a Director:

(i) meet and comply in all material respects with any and all policies, procedures, processes, codes, rules, standards and guidelines of the Company applicable to all non-employee Board members, including the Company’s code of business conduct and ethics, securities trading policies and corporate governance guidelines;

(ii) meet and comply in all material respects with any and all applicable qualifications, standards and other requirements for service as a Director as set forth in the Exchange’s rules;

(iii) not be involved, during the ten (10) year period prior to his or her nomination or appointment as a Director, in any of the events enumerated in Item 2(d) or Item 2(e) of Schedule 13D under the Exchange Act or Item 401(f) of Regulation S-K;

(iv) not be subject to any Order of any Governmental Entity prohibiting service as a director of any public company;

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(v) not be an employee, officer, or director of, or consultant to, or be receiving any compensation or benefits from, any Restricted Entity (unless otherwise agreed to by the Nominating and Corporate Governance Committee);

(vi) have demonstrated in all material respects good judgment, character and integrity in his or her personal and professional dealings and have relevant financial, investment, management, international business and/or other business experience, qualification and background for purposes of serving as a Director;

(vii) have demonstrated proficiency and financial literacy in the English language for purposes of serving as a Director, including with respect to the reading, comprehension and analysis of English language materials (including financial materials) furnished in advance of and in connection with meetings of the Board (and committees thereof) and the ability to participate on a conversant basis in the English language meetings of the Board (and committees thereof) and the topics covered therein, including financial discussions; and

(viii) if such Investor Designee is an Independent Investor Designee, meet the criteria set forth in the definition of “Independent Investor Designee” in Article I (the requirements set forth in this Section  2.2(a) , Section  2.2(b) and Section  2.2(c) being referred to, collectively, as the “ Designee Qualifications ”).

(b) As a condition an Investor Designee’s election or nomination for election and any subsequent nomination for election as a Director, such Investor Designee shall have executed and delivered to the Company a Director Confidentiality Agreement and shall have executed and delivered a consent in the same form as the other non-employee directors to be named as a nominee in any proxy statement or similar materials for any annual meeting or special meeting of stockholders and to serve as a Director if so elected.

(c) Each Investor Designee, as a condition to his or her appointment or election to the Board must be willing to be interviewed by the Nominating and Corporate Governance Committee on the same basis as any other new candidate for appointment or election to the Board and must be reasonably satisfactory to the Nominating and Corporate Governance Committee acting in good faith. Investor, in its capacity as a stockholder of the Company on behalf of itself and other Investor Entities, and each Investor Designee, shall deliver such questionnaires and otherwise provide such information as are reasonably requested by the Company in connection with assessing qualification, independence and other criteria applicable to Directors, or required to be or customarily provided by directors, candidates for director, and their Affiliates and representatives for inclusion in a proxy statement or other filing required by applicable Law and the rules of the Exchange, in each case to substantially the same extent requested or required of other candidates for appointment or election to the Board after the date hereof.

2.3 Resignations . Notwithstanding anything to the contrary in this Agreement, if, at any time, the number of Investor Designees is greater than the number of Directors that Investor has the right to designate pursuant to Section  2.1 , Investor shall cause, to the fullest extent permitted by applicable Law, that certain number of Investor Designees to promptly tender his, her or their resignations from the Board and any applicable committee of the Board, such that the

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number of Investor Designees serving on the Board corresponds with the number of Directors that the Investor Designee has the right to designate pursuant to Section  2.1 . If the Investor is required to cause, to the fullest extent permitted by applicable Law, an Investor Designee to tender his or her resignation from the Board and such Investor Designee does not promptly tender his or her resignation from the Board, such Investor Designee shall not thereafter be entitled to participate in any meetings, deliberations, votes or other actions as a member of any committee of the Board or as a Director of the Board.

2.4 Board Approval Standards .

(a) Notwithstanding the foregoing, from the date hereof until the Sunset Date, Board action to approve or recommend the matters set forth below shall require a Two-Thirds Majority Vote:

(i) any alteration, amendment or repeal (whether by merger, consolidation, operation of law or otherwise) of any provision of the Company Charter or other Company organizational documents, including the bylaws, in a manner inconsistent with this Agreement;

(ii) any creation of a committee of the Board, or the delegation of authority to any committee of the Board (other than a committee constituted of independent directors formed with respect to a matter for which one or more Directors has recused themselves due to a conflict of interest);

(iii) any extraordinary purchase, repurchase or redemption of capital stock;

(iv) any appointment or removal of any Director, otherwise than in accordance with the Company’s organizational documents and this Agreement;

(v) any increase or decrease of the Total Number of Directors;

(vi) any payment of any extraordinary dividend or other extraordinary distributions by the Company;

(vii) the acceptance of any Acquisition, other than with respect to a sale of 100% of the Equity Securities of the Company to a third party in a transaction in which all stockholders of the Company receive the same per share consideration;

(viii) (A) any amendment or modification of the Convertible Notes Indenture that would result in a reduction in the “Conversion Price” or an increase in the “Conversion Rate”, each as defined therein, for the Convertible Notes causing a conversion price per share of Common Stock that is less than the Conversion Price for the Convertible Preferred Stock or (B) any conversion of the Convertible Notes into Common Stock, or repurchase or redemption of the Convertible Notes in exchange for Common Stock, at a conversion or purchase price per share of Common Stock that is less than the Conversion Price for the Convertible Preferred Stock;

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(ix) any issuance of any Equity Security senior to or pari passu with the Convertible Preferred Stock; or

(x) the commencement of bankruptcy or receivership proceedings, or the adoption of a plan of complete or partial liquidation or resolutions providing for a complete or partial liquidation, dissolution, or winding up of the Company.

(b) Notwithstanding the foregoing, for a period of three years after the Closing Date, Board action to approve the matters set forth below shall require a Two-Thirds Majority Vote:

(i) the removal or replacement of the chief executive officer, president, chief financial officer, secretary, treasurer or any other executive officer;

(ii) the incurrence of Indebtedness in excess of $10,000,000 in respect of any single transaction or in a series of related transactions; or

(iii) any New Issuance of New Securities in excess of $10,000,000 in respect of any single transaction or in a series of related transactions (except pursuant to the First Subsequent Closing or Second Subsequent Closing or as set forth in Section  2.4(a)(viii) and Section  2.4(a)(ix) herein).

2.5 Affiliate Transactions . Until the Sunset Date, any transaction, agreement, contract or other arrangement by and among the Company or any of its Subsidiaries, on the one hand, and any of the Investor or its Affiliates, on the other hand, shall require the approval of a majority of the independent and disinterested Directors. The Investor shall notify and fully inform the full Board of any actual or potential conflict of interest that arises due to any such proposed transaction, agreement, contract or other arrangement. Notwithstanding anything to the contrary, the foregoing provision shall not apply to any transactions contemplated by this Agreement or any of the Transaction Documents (as defined in the Securities Purchase Agreement).

ARTICLE III

VOTING MATTERS

3.1 Voting in Elections . Until the Sunset Date, at any meeting of stockholders of the Company involving the election of Directors (or if action is taken by written consent of stockholders of the Company in lieu of a meeting in respect of an election of Directors), the Investor Parties shall vote, or cause to be voted (including, if applicable, by written consent), all Voting Securities Beneficially Owned by the Investor Entities (a) affirmatively in favor of the election of each Investor Designee nominated to serve as a Director in accordance with this Agreement, (b) except in a Contested Election, affirmatively in favor of the election of each Company Designee and the CEO Designee nominated to serve as a Director in accordance with this Agreement, and (c) in a Contested Election, either, at the election of such Investor Entities, (i) consistent with the recommendations of the Board or (ii) in the same proportion as the Voting Securities not Beneficially Owned by Investor Entities are voted (including, if applicable, by written consent, or by voting by ballot or by submitting any alternative proxy card necessary to

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accomplish the proportionate voting contemplated by this Article III ) affirmatively for or against, or to withhold authority with respect to, as applicable, the election of each Company Designee and the CEO Designee nominated to serve as a Director in accordance with this Agreement (it being understood that the Investor Parties must elect to vote as contemplated by this Section  3.1 and cannot elect not to vote or to vote in any other manner).

3.2 Voting with respect to Acquisitions .

(a) Until the Sunset Date, at any meeting of stockholders of the Company at which an Acquisition (and any other related matter the approval of which is required to consummate such Acquisition) is submitted to a vote of the stockholders of the Company (or if action is taken with respect to such matter(s) by written consent of stockholders of the Company in lieu of a meeting), the Investor Entities shall be permitted to vote or cause to be voted (including by abstaining or, if applicable, taking action by written consent), all Voting Securities Beneficially Owned by Investor Entities either, at the election of such Investor Entities, (i) consistent with the recommendation of the Board or (ii) in the same proportion as the Voting Securities not Beneficially Owned by Investor Entities are voted (including by written consent) for or against, or abstain with respect to, such Acquisition (and such related matter(s)); provided , that, with respect to any meeting of stockholders of the Company occurring prior to the first (1 ^st ) anniversary of the Closing at which an Acquisition (and any other related matter the approval of which is required to consummate such Acquisition) in which the consideration per share of Common Stock is less than $5.35 is submitted to a vote of the stockholders of the Company (or if action is taken with respect to such matter(s) by written consent of stockholders of the Company in lieu of a meeting), the Investor Parties shall be permitted to vote or cause to be voted (including by abstaining or, if applicable, taking action by written consent) all Voting Securities Beneficially Owned by Investor Entities, in their sole discretion. For the avoidance of doubt, in calculating the voting requirements of the Investor Parties under this Section  3.2 , all broker non-votes and all Voting Securities that are not present or represented at the applicable stockholder meeting shall not be considered for quorum or voting purposes.

(b) Until the Sunset Date and in the event an Acquisition by a Person other than an Investor Entity is to be effected by means of a tender or exchange offer, the Investor Entities shall tender the shares of Voting Securities Beneficially Owned by Investor Entities consistent with the recommendation of the Board or in the same manner such Investor Entities would be required to vote such Voting Securities pursuant to Section  3.2(a) if such Acquisition were submitted to a vote of the stockholders of the Company.

3.3 Voting with respect to Other Matters . Until the Sunset Date, at any meeting of stockholders of the Company at which any matter, other than matters that are subject to Section  3.1 and Section  3.2 , is submitted to a vote of the stockholders of the Company (or if action is taken with respect thereto by written consent of stockholders in lieu of a meeting), the Investor Parties shall vote or cause to be voted (including by abstaining or, if applicable, taking action by written consent) all Voting Securities Beneficially Owned by Investor Entities either, at the election of such Investor Entities, (i) consistent with the recommendation of the Board or (ii) in the same proportion as the Voting Securities not Beneficially Owned by Investor Entities are voted (including, if applicable, by written consent, or by voting by ballot or by submitting any alternative proxy card necessary to accomplish the proportionate voting contemplated by this Article III ), it being understood that the Investor Parties must elect to vote as contemplated by this Section  3.3 and cannot elect not to vote (unless the Board recommends an abstention) or to vote in any other manner.

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3.4 Quorum . Until the Sunset Date, at each meeting of stockholders, the Investor Entities shall cause all of the Voting Securities Beneficially Owned by Investor Entities to be present in person or by proxy for quorum purposes, and shall ensure that its broker-designees, if any, have the authority to vote on at least one “routine” matter at a meeting of stockholders sufficient to be counted as present for quorum purposes.

ARTICLE IV

ADDITIONAL COVENANTS

4.1 Transfer Restrictions .

(a) During the Restricted Period, no Investor Party shall Transfer any shares of Convertible Preferred Stock or Common Stock, other than pursuant to a Permitted Transfer.

(b) “ Permitted Transfer ” means:

(i) a Transfer that has been approved in advance by a majority of the independent and disinterested members of the Board;

(ii) a Transfer to any Investor Entity that is not a Restricted Entity (any such Investor Entity, an “ Investor Permitted Transferee ”), if such Investor Permitted Transferee shall have agreed in writing to be bound to the same extent as Investor by the obligations of this Agreement by executing a joinder agreement substantially in the form attached as Exhibit D to this Agreement;

(iii) a Transfer to the Company in connection with a Fundamental Change (as defined in the Certificate of Designations) or redemption pursuant to the Certificate of Designations;

(iv) a Transfer in connection with any Acquisition approved by the Board or a duly-authorized committee thereof (including if the Board or such committee recommends that the Company’s stockholders tender in response to a tender or exchange offer that, if consummated, would constitute an Acquisition); or

(v) a Transfer that constitutes a tender into a tender or exchange offer commenced by the Company or any of its Affiliates.

(c) Following the Restricted Period, each Investor Party shall be free to Transfer any shares of Common Stock or Convertible Preferred Stock; provided , that (i) with respect to any Transfer, other than a Permitted Transfer or an underwritten public offering or an underwritten block trade, the Investor Parties shall not Transfer any shares of Common Stock or Convertible Preferred Stock to (A) any Restricted Entity or (B) any Person or Group that is a 10% Stockholder or that would become a 10% Stockholder as a result of the Transfer, (ii) with respect to any

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Transfer, other than a Permitted Transfer, that is an underwritten public offering or an underwritten block trade, such Investor Party shall request that the managing underwriter(s) or broker(s) not to Transfer any shares of Common Stock to any Person or Group that is a 10% Stockholder or that would become a 10% Stockholder as a result of the Transfer (unless, in each case, the identity of the Person purchasing the shares of Common Stock is not known to the managing underwriter(s) or broker(s)), provided, that, the Investor Parties shall not have any liability for a failure by the managing underwriter(s) or broker to follow such request, and (iii) with respect to a Transfer, other than a Permitted Transfer, that is an underwritten block trade, such Investor Party shall request that the broker(s) not to Transfer any shares of Common Stock to a Restricted Entity (unless the identity of the Person purchasing the shares of Common Stock is not known to such Investor Party or broker(s)), provided , that the Investor Parties shall not have any liability for a failure by the broker(s) to follow such request. For purposes of this Section  4.1(c) , the total number of shares of Common Stock issued and outstanding at any time shall be the number specified in the most recent SEC filing of the Company disclosing the total number of shares of Common Stock issued and outstanding.

(d) Any Transfer or attempted Transfer of Equity Securities of the Company in violation of this Section  4.1 shall, to the fullest extent permitted by applicable Law, be null and void ab initio , and the Company shall not, and shall instruct its transfer agent and other third parties not to, record or recognize any such purported transaction on the books of the Company.

(e) The Company shall use reasonable efforts to have the shares of Convertible Preferred Stock purchased pursuant to the Securities Purchase Agreement (and any shares of Common Stock issued upon the conversion of such Convertible Preferred Stock) registered directly on the books and records of the transfer agent in the name of the applicable Investor Party and maintained in book entries directly on the books and records of the transfer agent in the name of the applicable Investor Party. Any certificates for shares of Convertible Preferred Stock held by an Investor Party as of the Closing Date shall bear a legend or legends (and appropriate comparable notations or other arrangements will be made with respect to shares maintained in the form of book entries) referencing restrictions on Transfer of such shares under the Securities Act and under this Agreement which legend shall state in substance:

“THIS SECURITY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) PURSUANT TO ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR (III) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, IN EACH OF CASES (I) THROUGH (III) IN ACCORDANCE WITH THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND (B) THE HOLDER WILL NOTIFY ANY SUBSEQUENT PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. THE COMPANY MAY REQUIRE THE DELIVERY OF A WRITTEN OPINION OF COUNSEL, CERTIFICATIONS AND/OR ANY OTHER INFORMATION IT REASONABLY REQUIRES TO CONFIRM THE SECURITIES ACT EXEMPTION FOR SUCH TRANSACTION.

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THIS SECURITY IS SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A STOCKHOLDERS AGREEMENT, DATED NOVEMBER 8, 2018 (AS IT MAY BE AMENDED FROM TIME TO TIME), BY AND AMONG THE COMPANY AND CERTAIN OTHER PARTIES THERETO, COPIES OF WHICH ARE PUBLICLY FILED OR ON FILE WITH THE SECRETARY OF THE ISSUER.”

Notwithstanding the foregoing, upon the request of the applicable Investor Party, (i) in connection with any Transfer of Common Stock or Convertible Preferred Stock in accordance with the terms of this Agreement (other than Section  4.1(b)(ii) ), the Company shall promptly cause the second paragraph of the legend (or notation) to be removed upon such Transfer if such restrictions would not be applicable following such Transfer, (ii) following receipt by the Company of an opinion of counsel reasonably satisfactory to the Company to the effect that such legend (or notation) may be lifted in connection with the Transfer of Common Stock or Convertible Preferred Stock, the Company shall promptly cause the first paragraph of the legend (or notation) to be removed from any Common Stock to be Transferred in accordance with the terms of this Agreement, and (iii) to the extent the first and second paragraph of the legend (or notation) would be removed pursuant to this paragraph in connection with any Transfer of Common Stock, the Company shall use reasonable efforts to cause such Common Stock to be registered in the name of The Depository Trust Company’s nominee.

4.2 Right of First Refusal .

(a) If the Company, at any time or from time to time following the Closing and prior to the Sunset Date, proposes to issue (a “ New Issuance ”) any New Securities, the Company shall provide Investor with written notice (an “ Issuance Notice ”) of such New Issuance at least fifteen (15) Business Days prior to the proposed issuance of such New Securities. The Issuance Notice shall set forth the material terms and conditions of the New Issuance, including (i) the proposed number of New Securities if known or, if not known, an estimate thereof, (ii) a description of the New Securities and proposed manner of sale, (iii) the purchase price per New Security (or conversion price or premium in the event of an offering of convertible debt) (the “ Per Security Offering Price ”) if known or, if not known, an estimate thereof, and (iv) the proposed issuance date if known or, if not known, an estimate thereof. Investor shall be entitled to purchase (either directly or through any other Investor Parties or Investor Permitted Transferees), at the Per Security Offering Price and on the other terms and conditions specified in the Issuance Notice, any portion of such New Securities that does not exceed the Percentage Interest of the Investor Entities immediately prior to such New Issuance. The Company shall use its reasonable best efforts in accordance with the DGCL, the Exchange, the Company Charter and the Company Bylaws, to obtain the approval of the stockholders of the Company for any issuance of New Securities to Investor; provided, however, that no such approval shall delay the issuance of New Securities to any Person other than Investor.

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(b) Investor may exercise its rights under this Section  4.2 by delivering written notice of its election to purchase (either directly or through any other Investor Parties or their Investor Permitted Transferees) such New Securities to the Company within ten (10) Business Days after receipt of the Issuance Notice, which notice shall specify the number of New Securities requested to be purchased by Investor. Delivery of such notice shall constitute a binding commitment of Investor to purchase (either directly or through any other Investor Parties or their Investor Permitted Transferees) the amount of New Securities so specified at the Per Security Offering Price and on the terms and conditions specified in the Issuance Notice. If, at the termination of such ten (10) Business Day period, Investor has not exercised its right to purchase any such New Securities, Investor shall be deemed to have waived its rights under this Section  4.2 with respect to, and only with respect to, the purchase of the New Securities specified in the applicable Issuance Notice.

(c) The closing of any sale of New Securities to Investor, any other Investor Parties or Investor Permitted Transferees pursuant to this Section  4.2 shall take place concurrently with the consummation of the sale of the New Securities on the terms set forth in the Issuance Notice to all other Persons purchasing such New Securities (the “ New Issuance Closing ”).

(d) If the Company issues, at the New Issuance Closing, less than all of the New Securities described in the Issuance Notice, then the number of New Securities that Investor (and any other Investor Parties and Investor Permitted Transferees) shall be entitled to purchase in connection with such New Issuance pursuant to this Section  4.2 shall be reduced proportionately and Investor’s notice delivered pursuant to Section  4.2(b) shall be deemed amended to reflect such reduction. If the number of New Securities is reduced as contemplated by this Section  4.2(d) , the Company shall not issue or sell the remainder of the New Securities described in the Issuance Notice without again complying with the provisions of this Section  4.2 . If the Company issues, at the New Issuance Closing, more than the New Securities described in the Issuance Notice, then the number of New Securities that Investor (and any other Investor Parties and Investor Permitted Transferees) shall be entitled to purchase in connection with such New Issuance pursuant to this Section  4.2 shall be increased proportionately and Investor’s notice delivered pursuant to Section  4.2(b) shall be deemed amended to reflect such increase.

(e) If the New Issuance Closing (other than any over-allotment closing) does not occur within ninety (90) days after the date of the Issuance Notice, the Company shall not issue or sell the New Securities described in the Issuance Notice without again complying with the provisions of this Section  4.2 .

(f) Investor (or any other Investor Parties or Investor Permitted Transferees) shall, prior to the closing of any offering pursuant to Rule 144A (or a successor rule) under the Securities Act in which any of them has elected to purchase New Securities pursuant to this Section  4.2 , execute and deliver all such documents and instruments as are customarily required in connection with such an offering and are reasonably requested by the Company, including, without limitation, customary investment representations and representations as to its status as the type of offeree to whom a private sale may be made pursuant to the Securities Act, and any failure to deliver or enter into any such documents and instruments at or prior to such closing shall constitute a waiver of the right of first refusal set forth in this Section  4.2 with respect to such New Issuance.

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(g) Notwithstanding the foregoing provisions of this Section  4.2 , this Section  4.2 shall not apply and the Investor Entities shall have no rights under this Section  4.2 if, at any time, any Investor Entity intentionally breaches any of the terms of this Agreement or the Confidentiality Agreement in any material respect and such breach continues after written notice from the Company and a ten (10) Business Day opportunity to cure.

4.3 Standstill .

(a) Subject to Section  4.3(b) and, for the avoidance of doubt, not including the consummation of the First Subsequent Closing or Second Subsequent Closing, on and after the Closing until the Sunset Date, Investor and the Investor Parties shall not, shall cause their respective Affiliates not to, and shall cause the Investor Parties and their respective Affiliates acting at their direction not to, in any manner, directly or indirectly, without the prior written consent of, or waiver by, the Company:

(i) acquire, offer to acquire, agree to acquire, or solicit an offer to sell, by purchase or otherwise, Beneficial Ownership of any Equity Securities of the Company (including any rights, options or other derivative securities or contracts or instruments to acquire such ownership that derives its value (in whole or in part) from such Equity Securities (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combinations of the foregoing)) other than: (A) as a result of any stock split, stock dividend or distribution, subdivision, reorganization, reclassification or similar capital transaction involving Equity Securities of the Company; (B) pursuant to Section  4.1(b)(ii) or Section  4.2; or (C) a Transfer between Investor Parties; provided , that no Investor Party shall be in breach of this Section  4.3(a)( i ) as a result of the acquisition by any Investor Designee of any Equity Securities of the Company pursuant to (x) the grant or vesting of any equity compensation awards granted by the Company to any Investor Designee, or (y) the exercise of any stock options, restricted stock units, or similar awards relating to any Equity Securities of the Company granted by the Company to any Investor Designee;

(ii) make any public announcement or public offer with respect to any merger, business combination, tender or exchange offer, recapitalization, reorganization, restructuring, liquidation, change of Control or other similar extraordinary transaction involving the Company or any of its Subsidiaries or any acquisition of all or substantially all the assets of the Company (unless such transaction is approved or affirmatively recommended by the Board);

(iii) make, knowingly encourage or in any way participate in, any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC promulgated pursuant to Section 14 of the Exchange Act) to vote any Voting Securities, or seek to advise or influence any Person with respect to the voting of, any Voting Securities (other than, in each case, in a manner that is consistent with the Board’s recommendation in connection with a matter);

(iv) seek election to, or seek to place a representative on, the Board or seek removal of any member of the Board or otherwise act, alone or in concert with others, to seek representation or to control or influence the management, the Board or policies of the Company (other than (A) with respect to the election or removal of an Investor Designee or (B) to vote in accordance with the requirements of Article III );

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(v) call, or seek to call, a meeting of the stockholders of the Company or initiate any stockholder proposal for action by stockholders of the Company;

(vi) form, join or in any way participate in a Group with respect to Equity Securities (other than a Group consisting solely of Investor Parties);

(vii) otherwise act, alone or in concert with others, to seek to control, advise, change or influence the management or the policies of the Company (for the avoidance of doubt, excluding any such act in their capacity as a commercial counterparty, customer, supplier, industry participant or the like);

(viii) advise or knowingly assist or encourage or enter into any discussions, negotiations, agreements or arrangements with any other Persons in connection with any of the foregoing activities;

(ix) publicly disclose any intention, plan, proposal or arrangement inconsistent with any of the foregoing activities;

(x) arrange, or in any way provide, directly or indirectly, any financing for the purchase by any Person or Group of any Equity Securities or assets of the Company, other than debt financing for (A) the purchase of assets then being offered for sale by the Company and approved by the disinterested Directors, (B) the Transfer of any shares of Common Stock to an Investor Party or an Investor Permitted Transferee, (C) purchases of any Equity Securities of the Company by an Investor Entity that are permitted by this Agreement and (D) an Investor Acquisition;

(xi) take any action that Investor or an Investor Party knows, or would reasonably be expected to know, after consultation with outside legal counsel, would require the Company to make a public announcement regarding the possibility of an Acquisition or any of the foregoing activities;

(xii) deposit any Equity Securities of the Company into a voting trust or subject any Equity Securities to any agreement or arrangement (including by granting any proxies with respect to the Equity Securities to any third party with respect to the voting of such Equity Securities with any third party) other than (A) to provide for voting solely in accordance with this Agreement or (B) pursuant to any agreement or arrangement of the Investor set forth in the organizational or governance documents of the Investor existing on the date hereof; or

(xiii) contest the validity of this Section  4.3(a) or initiate or participate in any judicial proceeding to amend, waive, terminate or seek a release of the restrictions contained herein, it being understood and agreed that (A) this Section  4.3 shall not limit (x) the activities of any Investor Designee taken in good faith in his or her capacity as a Director or (y) the participation of any Investor Designee in any Board (or committee of the Board, as applicable) discussions, deliberations, negotiations or determinations, and (B) Investor shall be responsible for any breach of this Section  4.3 caused by any action taken by any Investor Entity or by a representative of an Investor Entity acting at the direction of any Investor Entity.

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(b) Notwithstanding anything to the contrary in Section  4.3(a) , on and after the date hereof, no Investor Party shall be prohibited or restricted from: (i) initiating and engaging in private discussions with, and/or making and submitting to, the Company and/or the Board a non-public, confidential Acquisition Proposal so long as such Investor Party does not know, and would not be reasonably expected to know, after consultation with outside legal counsel, that such actions would be reasonably likely to require Investor, the Company or any other Person to make a public announcement regarding such Acquisition Proposal; or (ii) from and after a public announcement of a definitive agreement with respect to an Acquisition entered into between the Company and any Person other than an Investor Entity and until the earlier of (A) the closing of such Acquisition and (B) thirty (30) days after the termination of such definitive agreement, making and submitting to the Company, the Board, and/or the Company’s stockholders, an alternative Acquisition Proposal on a publicly disclosed and announced basis for all outstanding shares of Common Stock, which, if a tender or exchange offer, shall be on the same terms for all such shares and include a non-waivable condition that a majority of outstanding shares of Common Stock not Beneficially Owned by any Investor Entity are tendered into such offer. For the avoidance of doubt, Section  3.3 and Section  4.3(a) shall continue to apply except to the extent such provisions would prevent an Investor Party from taking the actions expressly permitted by Section  4.3(b)( i ) or Section  4.3(b)(ii) .

(c) Notwithstanding anything to the contrary in Section  4.3(a) or Section  4.3(b) , upon the first occurrence of any Cash Offer Trigger Event, an Investor Party shall be permitted to make a public Acquisition Proposal to the Company’s stockholders to acquire one-hundred (100%) of the outstanding shares of Common Stock of the Company in an all-cash tender offer; provided that (i) such Investor Party has engaged in confidential negotiations in good faith with the Board (or a special committee thereof formed for such purpose) for a period of not less than twenty (20) days with respect to such Acquisition Proposal and (ii) such Acquisition Proposal is expressly subject to and conditioned upon the approval of either (x) a majority of the Voting Securities, on an as converted basis, outstanding, other than those Voting Securities held by the Investor Entities, or (y) a duly constituted and properly authorized special committee of the Board formed for such purpose and composed solely of independent and disinterested Directors.

4.4 Information and Access Rights . Until the Sunset Date, the Company shall, and shall cause its Subsidiaries to, (i) upon reasonable notice to the Company and at such reasonable times as the Investor Parties may reasonably request, (A) afford the Investor Parties and their respective representatives access to its officers, properties, offices and other facilities and to its books and records, and (B) afford the Investor Parties and their respective representatives with the opportunity to consult with its officers from time to time as the Investor Parties may reasonably request regarding the affairs, finances and accounts of the Company and its Subsidiaries, (ii) to the extent otherwise prepared by the Company and provided to the Board, provide annual operating and capital expenditure budgets and periodic information packages relating to the operations and cash flows of the Company and its Subsidiaries, (iii) provide audited annual and unaudited quarterly financial statements and (iv) subject to applicable Law, provide any additional information regarding the affairs, finances and accounts of the Company and its Subsidiaries that

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is reasonably requested by the Investor Parties from time to time (it being acknowledged that the Company may reasonably withhold information that constitutes a trade secret or other competitively sensitive intellectual property or is subject to attorney-client privilege). Investor hereby agrees that, notwithstanding any other provision of this Agreement to the contrary, Investor and its Affiliates shall be provided confidential information in accordance with and subject to the terms of a Confidentiality Agreement in the form attached hereto as Exhibit E , which such Confidentiality Agreement shall be executed and delivered concurrently with the Closing (the “ Confidentiality Agreement ”).

4.5 Public Announcements . The initial press release with respect to this Agreement shall be a joint press release to be reasonably agreed upon by Investor and the Company. Thereafter, Investor and the Company shall consult with each other before issuing any press release, or other public announcement with respect to this Agreement or the matters contemplated hereby and, except in respect of any such press release or other public announcement as may be required by applicable Law or any applicable rule of any securities exchange or association, shall not issue any such press release or other public announcement prior to such consultation. Investor shall not and shall cause their respective Affiliates and representatives not to, and shall cause the Investor Parties and their respective Affiliates acting at their direction not to, in any manner, disparage or cause to be disparaged the Company or its Affiliates or any of its or their respective current or former directors or executive officers, and the Company shall not, shall cause its Affiliates not to, and shall cause its representatives and the representatives of its Affiliates acting at their direction not to, in any manner disparage or cause to be disparaged any of the Investor Parties or any of their respective Affiliates, or any of its or their respective current or former directors, managers or executive officers.

4.6 Waiver of Corporate Opportunity .

(a) To the fullest extent permitted by applicable Law, the Company hereby agrees that the Exempted Persons shall not have any obligation to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as the Company or any of its Subsidiaries. To the fullest extent permitted by applicable Law, the Company, on behalf of itself and its Subsidiaries, renounces any interest or expectancy of the Company and its Subsidiaries in, or in being offered an opportunity to participate in, business opportunities that are from time to time available to the Exempted Persons, even if the opportunity is one that the Company or its Subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so. The Company hereby further agrees that, subject to Section  4.6(b) , each Exempted Person shall have no duty to communicate or offer such business opportunity to the Company (and that there shall be no restriction on the Exempted Persons using the general knowledge and understanding of the Company and the industry in which the Company operates that it has gained as an Exempted Person in considering and pursuing such opportunities or in making investment, voting, monitoring, governance or other decisions relating to other entities or securities) and, to the fullest extent permitted by applicable Law, shall not be liable to the Company or any of its Subsidiaries or stockholders for breach of any fiduciary or other duty, as a director or officer or otherwise, solely by reason of the fact that such Exempted Person pursues or acquires such business opportunity, directs such business opportunity to another person or fails to present such business opportunity, or information regarding such business opportunity, to the Company or its Subsidiaries, or uses such knowledge and understanding in the manner described

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herein. The parties specifically agree that each Exempted Person is an intended third-party beneficiary of this Section  4.6 and is entitled to rely upon and enforce the rights and obligations granted herein. “ Exempted Person ” shall mean the Investor Designees, the Investor, its Affiliates and each of their respective partners, principals, directors, officers, members, managers, managing directors, operating partners and/or employees, as applicable. In addition to and notwithstanding the foregoing, a corporate opportunity shall not be deemed to belong to the Company if it is a business opportunity that the Company is not financially able or contractually permitted or legally able to undertake, or that is, from its nature, not in the line of the Company’s business or is of no practical advantage to it or that is one in which the Company has no interest or reasonable expectancy. The Company hereby covenants and agrees that it shall not take any action, or adopt any resolution, inconsistent with the provisions of this  Section  4.6 .

(b) Notwithstanding anything to the contrary in this Section  4.6 , the Company does not renounce its interest in, and the provisions of Section 4.6(a) shall not apply to, any corporate or business opportunity offered to any Investor Designee if such opportunity is offered to such person in his or her capacity as a director or officer of the Company.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

5.1 Representations and Warranties of the Company . The Company hereby represents and warrants to Investor as follows as of the Closing:

(a) The Company is a corporation, duly incorporated, validly existing and in good standing under the Laws of the State of Delaware. The Company has all requisite power and authority to execute and deliver this Agreement and to perform its obligations under the Agreement.

(b) The execution and delivery by the Company of this Agreement and the performance of the obligations of the Company under this Agreement do not and will not conflict with or violate any provision of, or require the consent or approval of any Person (except for any such consents or approvals which have been obtained) under, (x) applicable Law, (y) the organizational documents of the Company, or (z) any contract or agreement to which the Company is a party.

(c) The execution and delivery by the Company of this Agreement and the performance of the obligations of the Company under this Agreement have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Investor, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity.

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5.2 Representations and Warranties of Investor . Investor hereby represents and warrants to the Company as follows as of the Closing:

(a) Investor is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization. Investor has all requisite power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement.

(b) The execution and delivery by Investor of this Agreement and the performance by Investor of its obligations under this Agreement do not and will not conflict with or violate any provision of, or require the consent or approval of any Person (except for any such consents or approvals which have been obtained) under, (x) applicable Law, (y) its organizational documents, or (z) any contract or agreement to which it is a party.

(c) The execution and delivery by Investor of this Agreement and the performance by Investor of its obligations under this Agreement have been duly authorized by all necessary corporate or other analogous action on its part. This Agreement has been duly executed and delivered by Investor and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of Investor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity.

5.3 No Other Representations or Warranties . Each of Investor and the Company hereby acknowledges and agrees that except for the express representations and warranties set forth in this Article V , the Securities Purchase Agreement and the Registration Rights Agreement, neither party hereto nor any Person acting on its behalf is making any representation or warranty of any kind, express or implied, in connection with the negotiation, execution or performance of this Agreement, the Securities Purchase Agreement, the Registration Rights Agreement or the transactions contemplated hereby and thereby.

ARTICLE VI

GENERAL PROVISIONS

6.1 Termination . Unless otherwise specified herein, this Agreement shall automatically terminate on the date on which the aggregate Percentage Interest of the Investor Entities is less than ten percent (10%); provided , that, Section  6.2 , Section  6.3 , Section  6.6 , Section  6.7 , Section  6.8 , Section  6.9 , and Section  6.10 shall survive the termination of this Agreement indefinitely, or as specified therein.

6.2 Notices . Any notices or other communications required or permitted under, or otherwise given in connection with, this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered or sent if delivered in Person or sent by facsimile transmission (provided confirmation of facsimile transmission is obtained), provided that any notice received by facsimile transmission or otherwise at the addressee’s location on any Business Day after 5:00 p.m. (addressee’s local time) shall be deemed to have been received at 9:00 a.m. (addressee’s local time) on the next Business Day (b) on the fifth Business Day after dispatch by registered or certified mail (provided, that such form of notice may only be used if dispatched from the country in which the recipient is located), (c) on the next Business Day if transmitted by national or international overnight courier or (d) on the date delivered if sent by email (provided confirmation of email receipt is obtained), provided that any notice received by email at the addressee’s location

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on any Business Day after 5:00 p.m. (addressee’s local time) shall be deemed to have been received at 9:00 a.m. (addressee’s local time) on the next Business Day, in each case, as follows (or to such other Persons or addressees as may be designated in writing by the party to receive such notice):

if to the Company:

GNC Holdings, Inc.

300 Sixth Avenue

Pittsburgh, Pennsylvania 15222

Tel: (412) 288-4600

Fax: (412) 288-4764

Attention: Kenneth A. Martindale

Tricia Tolivar

Email: ken-martindale@gnc-hq.com;

tricia-tolivar@gnc-hq.com

with a copy (not constituting notice) to:

Latham & Watkins LLP

330 N. Wabash Ave., Suite 2800

Chicago, IL 60611

USA

Attention: Bradley C. Faris

Jason Morelli

Fax:          +1 (312) 993-9767

Email: Bradley.Faris@lw.com;

Jason.Morelli@lw.com

if to Investor:

Harbin Pharmaceutical Group Co., Ltd.

No.68, Limin West Fourth Street,

Limin Development Zone

Harbin, People’s Republic of China

Attn: Chris Chow

Email: zhoux@hayao.com

with a copy (not constituting notice) to:

Ropes & Gray LLP

1211 Avenue of the Americas

New York, NY 10036

Tel: (212) 596-9160

Attention: Michael R. Littenberg

Daniel Yeh

Email: Michael.Littenberg@ropesgray.com

Daniel.Yeh@ropesgray.com

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6.3 Amendment; Waiver . This Agreement may be amended, supplemented or otherwise modified, and the observance of any term hereof may be waived, only by a written instrument executed by (i) the Company and (ii) Investor. Neither the failure nor delay on the part of any party hereto to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver. Any amendment, supplement or modification to this Agreement and any waiver of any term hereof effected in accordance with this Section  6.3 shall be binding on each party hereto and all of such party’s successors and permitted assigns, whether or not such party, successor or permitted assign entered into or approved such amendment, supplement or modification.

6.4 Further Assurances . Each party hereto shall sign such further documents and do and perform and cause to be done such further acts and things as any other party hereto may reasonably request to the extent necessary to carry out the intent and accomplish the purposes of this Agreement.

6.5 Assignment . This Agreement will inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns. This Agreement may not be assigned, except by any Investor Party to any Investor Permitted Transferee that has executed a joinder agreement substantially in the form attached as Exhibit D to this Agreement, without the express prior written consent of the other parties hereto, and any attempted assignment, without such consent, will be null and void.

6.6 Third Parties . Except as set forth in Section 4.6, this Agreement does not create any rights, claims or benefits inuring to any person that is not a party hereto nor create or establish any third party beneficiary hereto.

6.7 Governing Law . This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware, without regard to principles of conflicts of Laws thereof.

6.8 Jurisdiction; Waiver of Jury Trial . In any judicial proceeding involving any dispute, controversy or claim between the parties hereto arising out of or relating to this Agreement, each of the parties hereto, by execution and delivery of this Agreement, unconditionally accepts and consents to the exclusive jurisdiction and venue of the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), including but not limited to the in personam and subject matter jurisdiction of those courts, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Delaware, and the appellate courts to which orders and judgments thereof may be appealed, waives any objections to such jurisdiction on the grounds of venue or forum non conveniens , the absence of in personam or subject matter jurisdiction and any similar grounds or any other manner permitted by Law, and irrevocably agrees to be bound by any judgment rendered thereby in

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connection with this Agreement. In any such judicial proceeding, the parties agree that in addition to any method for the service of process permitted or required by such courts, to the fullest extent permitted by Law, service of process may be made by delivery provided pursuant to the directions in Section  6.2 . EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

6.9 Specific Performance . Each party hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the other parties hereto would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and agrees that the parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to specific performance of this Agreement without the posting of bond.

6.10 Entire Agreement . This Agreement, the Securities Purchase Agreement, the Registration Rights Agreement, the Confidentiality Agreement and any Director Confidentiality Agreement with an Investor Designee set forth the entire understanding of the parties hereto with respect to the subject matter hereof. There are no agreements, representations, warranties, covenants or understandings with respect to the subject matter hereof other than those expressly set forth herein or in the Confidentiality Agreement or any such Director Confidentiality Agreement. This Agreement, the Confidentiality Agreement and any such Director Confidentiality Agreement supersede all other prior agreements and understandings between the parties with respect to such subject matter, other than, with respect to the confidentiality and non-use restrictions set forth in that certain letter agreement regarding confidentiality, dated July 18, 2017, by and between General Nutrition Centers, Inc. and CITIC Capital Partners Management Limited and that certain letter agreement regarding confidentiality, dated October 11, 2017, by and between the General Nutrition Centers, Inc. and Harbin Pharmaceutical Group Holding Co., Ltd., with respect to information disclosed thereunder prior to the Closing, but only to the extent such information is not otherwise subject to the confidentiality and non-use restrictions set forth in the Confidentiality Agreement or Director Confidentiality Agreement (it being understood that such letter agreement shall remain in full force and effect in accordance with its terms with respect to the confidentiality and non-use restrictions set forth therein with respect to such information disclosed thereunder prior to the Closing).

6.11 Severability . If any provision of this Agreement, or the application of such provision to any Person or circumstance or in any jurisdiction, shall be held to be invalid or unenforceable to any extent, (a) the remainder of this Agreement shall not be affected thereby, and each other provision hereof shall be valid and enforceable to the fullest extent permitted by Law, (b) as to such Person or circumstance or in such jurisdiction such provision shall be reformed to be valid and enforceable to the fullest extent permitted by Law and (c) the application of such provision to other Persons or circumstances or in other jurisdictions shall not be affected thereby.

6.12 Table of Contents, Headings and Captions . The table of contents, headings, subheadings and captions contained in this Agreement are included for convenience of reference only, and in no way define, limit or describe the scope of this Agreement or the intent of any provision hereof.

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6.13 Counterparts . This Agreement and any amendment hereto may be signed in any number of separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one Agreement (or amendment, as applicable).

[ Remainder Of Page Intentionally Left Blank ]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first written above.

[Signature Page to Stockholders Agreement]

Exhibit A

Form Director Confidentiality Agreement

Exhibit B

Restricted Entities

Exhibit C

Form of Observer Confidentiality Agreement

Exhibit D

Form Joinder Agreement

Exhibit E

Form of Confidentiality Agreement

Exhibit 10.2

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”), dated as of November 8, 2018, is by and among GNC Holdings, Inc., a Delaware corporation (the “ Company ”), and Harbin Pharmaceutical Group Co., Ltd. (“ Investor ”). Investor and any other Person who may become a party hereto pursuant to Section 11(c) are referred to individually as a “ Shareholder ” and collectively as the “ Shareholders .”

WHEREAS, the Company and Investor are parties to the Securities Purchase Agreement, dated as of February 13, 2018 (as the same may be amended, supplemented or otherwise modified from time to time, the “ Securities Purchase Agreement ”); and

WHEREAS, Investor desires to have, and the Company desires to grant, certain registration and other rights under the Securities Act with respect to the Registrable Securities on the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, for and in consideration of the mutual agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section  1. Definitions . As used in this Agreement, the following terms shall have the following meanings, and capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Securities Purchase Agreement:

“ Adverse Disclosure ” means public disclosure of material non-public information that the Company has determined in good faith (after consultation with legal counsel): (i) would be required to be made in any Registration Statement or Prospectus filed with the SEC by the Company so that such Registration Statement or Prospectus would not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement or Prospectus; and (iii) the Company has a bona fide business purpose for not disclosing publicly.

“ Affiliate ” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, (i) “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise and (ii) the terms “controlling,” “controlled by” and “under common control with” have correlative meanings. For purposes of this Agreement (but not for purposes of the definition of “Registrable Securities”), none of the Shareholders or their respective Affiliates shall be deemed to be Affiliates of the Company or any of its Subsidiaries.

“ Agreement ” shall have the meaning set forth in the preamble.

“ Automatic Shelf Registration Statement ” shall have the meaning set forth in Rule 405 (or any successor provision) of the Securities Act.

“ Common Shares ” shall mean shares of Class A common stock, par value $0.001 per share, of the Company.

“ Company ” shall have the meaning set forth in the preamble.

“Company Indemnitee” shall have the meaning set forth in Section 8(e).

“ Convertible Preferred Stock ” shall mean the class of preferred stock of the Company titled the “Series A Convertible Preferred Stock.”

“ Demand Notice ” shall have the meaning set forth in Section 3(b).

“ Demand Registration ” shall have the meaning set forth in Section 3(b).

“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended, and any successor statute thereto, and the rules and regulations of the SEC promulgated thereunder.

“ FINRA ” shall mean the Financial Industry Regulatory Authority, Inc.

“ Indemnified Party ” shall have the meaning set forth in Section 8(c).

“ Indemnifying Party ” shall have the meaning set forth in Section 8(c).

“ Investor ” shall have the meaning set forth in the preamble.

“ Issuer Free Writing Prospectus ” means an issuer free writing prospectus, as defined in Rule 422 under the Securities Act, relating to an offer of the Registrable Securities.

“ Long-Form Registration ” shall have the meaning set forth in Section 3(b).

“ Losses ” shall have the meaning set forth in Section 8(a).

“ Marketed Offering ” shall mean a registered Underwritten Offering of Registrable Securities (including any registered underwritten Shelf Offering) that is consummated, withdrawn or abandoned by the applicable Shareholders following formal participation by the Company’s management in a customary “road show” (including an “electronic road show”) or other similar marketing effort by the Company.

“ Offering Persons ” shall have the meaning set forth in Section 6(r).

“ Person ” shall means an individual, corporation, limited liability company, partnership, association, trust, unincorporated organization, other entity or group (as defined in Section 13(d) of the Exchange Act).

“ Piggyback Notice ” shall have the meaning set forth in Section 4(a).

“ Piggyback Registration ” shall have the meaning set forth in Section 4(a).

“ Piggyback Request ” shall have the meaning set forth in Section 4(a).

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“ Proceeding ” shall mean an action, claim, suit, charge, mediation, arbitration, audit or proceeding (including an investigation or partial proceeding, such as a deposition), whether commenced or threatened.

“ Prospectus ” shall mean (i) the prospectus included in any Registration Statement (including a prospectus that discloses information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A or Rule 430B promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, and all other amendments and supplements to such prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such prospectus and (ii) any Issuer Free Writing Prospectus.

“ Public Offering ” shall mean the sale of Common Shares to the public for cash pursuant to an effective Registration Statement (other than Form S-4 or Form S-8 or any successor form) filed under the Securities Act or any comparable law or regulatory scheme of any foreign jurisdiction.

“ Registrable Securities ” shall mean, as of any date of determination, any Common Shares that the Shareholders have acquired, or have the right to acquire upon conversion of shares of Convertible Preferred Stock, and any other securities issued or issuable with respect to any such shares by way of share split, share subdivision, bonus issue, share dividend, distribution, recapitalization, merger, amalgamation, exchange, replacement or similar event or otherwise acquired from time to time. As to any particular Registrable Securities, once issued, such securities shall cease to be Registrable Securities when (i) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (ii) such securities have been otherwise transferred, new certificates for such securities not bearing a restrictive legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities by the Shareholders shall not require registration under the Securities Act; and (iii) such securities shall cease to be issued and outstanding. In addition, such securities shall cease to be Registrable Securities with respect to any holder when such holder is able to dispose of all of its, his or her Registrable Securities pursuant to Rule 144 without any notice requirements, volume limitations or manner of sale limitations thereunder, as reasonably determined by the holder; provided that at such time such Registrable Securities are not required to, and do not, bear any legend restricting the transfer thereof.

“ Registration Statement ” shall mean any registration statement of the Company filed with, or to be filed with, the SEC under the Securities Act which covers any of the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

“ Restricted Period ” shall have the meaning set forth in the Stockholders Agreement.

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“ Rule 144 ” shall mean Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.

“ SEC ” shall mean the U.S. Securities and Exchange Commission or any successor agency having jurisdiction under the Securities Act.

“ Securities Act ” shall mean the Securities Act of 1933, as amended, and any successor statute thereto, and the rules and regulations of the SEC promulgated thereunder.

“ Securities Purchase Agreement ” shall have the meaning set forth in the recitals.

“ Shareholders ” shall have the meaning set forth in the preamble.

“ Shelf Offering ” shall have the meaning set forth in Section 4(c).

“ Short-Form Registration ” shall have the meaning set forth in Section 3(b).

“ Stockholders Agreement ” shall have the meaning set forth in Section 11(h).

“ Subsidiary ” shall mean, with respect to any Person, any company, corporation, partnership, joint venture, limited liability company or other entity (x) of which such Person or a subsidiary of such Person is a general partner or (y) of which a majority of the voting securities or other voting interests, or a majority of the securities or other interests of which having by their terms ordinary voting power to elect a majority of the board of directors or Persons performing similar functions with respect to such Person, is directly or indirectly owned by such Person and/or one or more subsidiaries thereof.

“ Take-Down Notice ” shall have the meaning set forth in Section 4(c).

“ Transfer ” shall mean, with respect to any Registrable Security, any interest therein, or any other securities or equity interests relating thereto, a direct or indirect transfer, sale, exchange, assignment, pledge, hypothecation or other encumbrance or other disposition thereof, including the grant of an option or other right, whether directly or indirectly, whether voluntarily, involuntarily, by operation of law, pursuant to judicial process or otherwise.

“ Underwritten Registration ” or “ Underwritten Offering ” shall mean a registration in which securities of the Company are sold to an underwriter for reoffering to the public.

“ Well-Known Seasoned Issuer ” shall have the meaning set forth in Rule 405 (or any successor provision) of the Securities Act.

Section  2. Holders of Registrable Securities . A Person is deemed, and shall only be deemed, to be a holder of Registrable Securities if such Person owns Registrable Securities or has a right to acquire such Registrable Securities and such Person is a Shareholder.

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Section  3. Shelf Registration; Demand Registrations .

(a) Filing and Effectiveness of Shelf Registration Statement . Subject to the other applicable provisions of this Agreement and unless otherwise mutually agreed between the Company and the Shareholders holding a majority of the then outstanding Registrable Securities, the Company shall use its reasonable best efforts to (i) prepare, file and cause to be declared effective by the SEC (if such Registration Statement is not an Automatic Shelf Registration Statement), (x) within thirty (30) days following the expiration of the Restricted Period, a Registration Statement in the form of a Short-Form Registration (if the Company is then eligible for the same), or (y) within sixty (60) days following the expiration of the Restricted Period, a Registration Statement in the form of a Long-Form Registration (if the Company is not then eligible for a Short-Form Registration), as applicable, covering the sale or distribution from time to time by the Shareholders pursuant to a plan of distribution acceptable to Shareholders holding a majority of the then outstanding Registrable Securities, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act, of all of the Registrable Securities; and (ii) cause such Registration Statement (including by filing a new, replacement Registration Statement as required under the Securities Act) to remain effective under the Securities Act continuously until no Registrable Securities are outstanding.

(b) Requests for Registration .

Subject to the following paragraphs of this Section 3(b), following the expiration of the Restricted Period, the Shareholders holding a majority of the then-outstanding Registrable Securities shall have the right, by delivering or causing to be delivered a written notice to the Company, to require the Company to register pursuant to the terms of this Agreement, under and in accordance with the provisions of the Securities Act, the offer, sale and distribution of the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement on Form S-3 (which, unless all Shareholders delivering such notice request otherwise, shall be (A) filed pursuant to Rule 415 under the Securities Act and (B) if the Company is a Well-Known Seasoned Issuer at the time of filing such Registration Statement with the SEC, designated by the Company as an Automatic Shelf Registration Statement), if the Company is then eligible for such short-form, or any similar or successor short-form registration (“ Short-Form Registrations ”) or, if the Company is not then eligible for such short form registration, on Form S-1 or any similar or successor long-form registration (“ Long-Form Registrations ”) (any such written notice, a “ Demand Notice ” and any such registration, a “ Demand Registration ”), as soon as reasonably practicable after delivery of such Demand Notice, but, in any event, the Company shall be required to make the initial filing of the Registration Statement within thirty (30) days following receipt of such Demand Notice in the case of a Short-Form Registration or within sixty (60) days following receipt of such Demand Notice in the case of a Long-Form Registration; provided , however , that unless a Shareholder requests to have registered all of its Registrable Securities, a Demand Notice for a Marketed Offering may only be made if the sale of the Registrable Securities requested to be registered by such Shareholders is reasonably expected to result in aggregate gross cash proceeds in excess of $25,000,000 (without regard to any underwriting discount or commission). Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 3(b), the Company shall use its reasonable best efforts to cause such Registration Statement to become effective under the Securities Act as promptly as practicable after the filing thereof (if such Registration Statement is not an Automatic Shelf Registration Statement).

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(i) No Demand Registration shall be deemed to have occurred for purposes of this Section 3(b) or 4(c), and any Demand Notice delivered in connection therewith shall not count as a Demand Notice for purposes of Section 3(f) or 4(c), if (A) the Registration Statement relating thereto (and covering not less than all Registrable Securities specified in the applicable Demand Notice for sale in accordance with the intended method or methods of distribution specified in such Demand Notice) (1) does not become effective, or (2) is not maintained effective for the period required pursuant to this Section 3; (B) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction, or similar order or requirement of the SEC during such period; or (C) the conditions to closing specified in any underwriting agreement, purchase agreement, or similar agreement entered into in connection with the registration relating to such request are not satisfied other than as a result of the Shareholders’ actions.

(ii) All requests made pursuant to this Section 3(b) must: (A) state that it is a notice to initiate a Demand Registration under this Agreement; (B) identify the Shareholders effecting the request; and (C) specify the number of Registrable Securities to be registered and the intended method(s) of disposition thereof.

(iii) Except as otherwise agreed by all Shareholders with Registrable Securities subject to a Demand Registration, the Company shall maintain the continuous effectiveness of the Registration Statement with respect to any Demand Registration until such securities cease to be Registrable Securities or such shorter period upon which all Shareholders with Registrable Securities included in such Registration Statement have notified the Company that such Registrable Securities have actually been sold, or, if such Demand Registration is for an Underwritten Offering, such longer period as in the opinion of counsel for the underwriter or underwriters a Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer.

(iv) Within three (3) Business Days after receipt by the Company of a Demand Notice pursuant to this Section 3(b), the Company shall deliver a written notice of any such Demand Notice to all other holders of Registrable Securities, and the Company shall, subject to the provisions of Section 3(c), include in such Demand Registration all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within five (5) days after the date that such notice has been delivered; provided that the Shareholders must agree to the plan of distribution proposed by the Shareholders who delivered the Demand Notice and, in connection with any Underwritten Registration, such holders (together with the Company) must enter into an underwriting agreement in the form reasonably approved by the Company and the Shareholders holding the majority of the Registrable Securities subject to such Underwritten Registration. All requests made pursuant to the preceding sentence shall specify the aggregate amount of Registrable Securities to be registered. For the avoidance of doubt, an Underwritten Registration pursuant to a Demand Registration may be made pursuant to an effective shelf Registration Statement filed pursuant to Section 3(a) hereof.

(c) Priority on Demand Registration . If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in an Underwritten Offering, and the managing underwriter(s) advise the holders of such securities in writing that in its good faith opinion the total number or dollar amount of Registrable Securities proposed to be sold in such offering (including,

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without limitation, securities proposed to be included by other Shareholders of securities entitled to include securities in such Registration Statement pursuant to piggyback registration rights pursuant to this Agreement) is such as to adversely affect the price, timing or distribution of such Underwritten Offering, then there shall be included in such Underwritten Offering the number or dollar amount of Registrable Securities that in the opinion of such managing underwriter(s) can be sold without adversely affecting such Underwritten Offering, and such number of Registrable Securities shall be allocated pro-rata among the Shareholders of Registrable Securities that have requested to participate in such Demand Registration on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement by such holders.

No Registrable Securities excluded from the underwriting by reason of the managing underwriter’s marketing limitations shall be included in such offering.

(d) Postponement of Registration .

(i) The Company shall be entitled to postpone the filing (but not the preparation) or the initial effectiveness of, or suspend the use of, a Registration Statement up to two times in any twelve (12) month period, in each case for a reasonable period of time that does not exceed, in the aggregate together with all other such postponements or suspensions, ninety (90) days in any twelve (12) month period, if the Company delivers to the Shareholders requesting registration or Shareholders named in a Registration Statement filed pursuant to Section 3(a) a certificate signed by an executive officer certifying that such registration and offering would (A) require the Company to make an Adverse Disclosure or (B) materially interfere with any bona fide material financing, acquisition, disposition or other similar transaction involving the Company or any of its Subsidiaries then under consideration. Such certificate shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The Shareholders receiving such certificate shall keep the information contained in such certificate confidential subject to the same terms set forth in Section 6(r).

(ii) If the Company shall so postpone the filing of a Registration Statement pursuant to a Demand Notice, the Shareholders requesting such registration shall have the right to withdraw a request for registration pursuant to Section 3(b) by giving written notice to the Company within ten (10) days of the anticipated termination date of the postponement period, as provided in the certificate delivered to the applicable Shareholders and, for the avoidance of doubt, upon such withdrawal, the withdrawn request shall not constitute a Demand Notice; provided that in the event such Shareholders do not so withdraw the request for registration, the Company shall continue to prepare a Registration Statement during such postponement such that, if it exercises its rights under this Section 3(d), it shall be in a position to and shall, as promptly as practicable following the expiration of the applicable deferral or suspension period, file or update and use its reasonable efforts to cause the effectiveness and the use of the applicable deferred or suspended Registration Statement.

(iii) In the event the Company exercises its rights to postpone the initial effectiveness of, or suspend the use of, a Registration Statement, the Shareholders agree to suspend, promptly upon their receipt of the certificate referred to above, use of the Prospectus relating to the Demand Registration or Prospectus contained within the Registration Statement filed pursuant to Section 3(a) in connection with any sale or offer to sell Registrable Securities.

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(e) Cancellation of a Demand Registration . Holders of a majority of the Registrable Securities that are to be registered in a particular offering pursuant to this Section 3 shall have the right to notify the Company that they have determined that the applicable Registration Statement be abandoned or withdrawn by giving written notice of such abandonment or withdrawal at any time prior to the effective time of such Registration Statement, in which event the Company shall abandon or withdraw such Registration Statement; provided that any Demand Notice underlying such abandonment or withdrawal shall not be deemed to be a Demand Notice for purposes of Section 3(f) if such Demand Notice is abandoned or withdrawn in response to a material adverse change regarding the Company or a material adverse change in the financial markets generally. If all Shareholders withdraw their Registrable Securities from a Demand Registration, the Company shall cease all efforts to secure registration.

(f) Number of Demand Notices . In connection with the provisions of this Section 3, the Shareholders collectively shall have the right to deliver (i) five (5) Demand Notices in connection with Marketed Offerings; provided that in connection therewith, the Company shall cause its officers to use their reasonable best efforts to support the marketing of the Registrable Securities covered by the Registration Statement (including participation in “ road shows ”), and (ii) three (3) additional Demand Notices in connection with Underwritten Offerings (other than in connection with a Marketed Offering); provided that (A) in connection with any Demand Notice pursuant to clause (ii), the Company shall not be obligated to cause its officers to participate in any “ road show s,” and (B) the Shareholders may not make more than four (4) Demand Registration requests in any 365-day period.

Section  4. Piggyback Registration; Shelf Take Down .

(a) Right to Piggyback . Except with respect to a Demand Registration, the procedures for which are addressed in Section 3, if the Company proposes to file a registration statement under the Securities Act with respect to an offering of Common Shares, whether or not for sale for its own account and whether or not an Underwritten Offering or an Underwritten Registration (other than a registration statement (i) on Form S-4, Form S-8 or any successor forms thereto or (ii) filed to effectuate an offering and sale to employees or directors of the Company or its Subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement), then the Company shall give prompt written notice of such filing no later than ten (10) Business Days prior to the filing date, or, fifteen (15) Business Days in the case of a Public Offering under a shelf registration statement, the anticipated pricing or trade date (the “ Piggyback Notice ”), to all of the holders of Registrable Securities. The Piggyback Notice shall offer such holders the opportunity to include (or cause to be included) in such Registration Statement, or to sell in such Public Offering, the number of Registrable Securities as each such holder may request (each, a “ Piggyback Registration ”). Subject to Section 4(b), the Company shall include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein (each a “ Piggyback Request ”) within five (5) Business Days after notice has been given to the applicable holder. The Company shall not be required to maintain the effectiveness of the Registration Statement for a Piggyback Registration beyond the earlier to occur of (x) one-hundred eighty (180) days after the effective date thereof and (y) consummation of the distribution by the holders of the Registrable Securities (other than those making Piggyback Requests) included in such Registration Statement.

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(b) Priority on Piggyback Registrations . If any of the Registrable Securities to be registered pursuant to a Piggyback Registration are to be sold in an Underwritten Offering, the Company shall use reasonable best efforts to cause the managing underwriter(s) of a proposed Underwritten Offering to permit holders of Registrable Securities who have timely submitted a Piggyback Request in connection with such offering to include in such offering all Registrable Securities included in each holder’s Piggyback Request on the same terms and subject to the same conditions as any other shares, if any, of the Company included in the offering. Notwithstanding the foregoing, if the managing underwriter(s) of such Underwritten Offering advise the Company in writing that it is their good faith opinion the total number or dollar amount of securities that such holders, the Company and any other Persons having rights to participate in such registration intend to include in such Underwritten Offering is such as to adversely affect the price, timing or distribution of the securities in such Underwritten Offering, then there shall be included in such Underwritten Offering the number or dollar amount of securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such Underwritten Offering, and such number of Registrable Securities shall be allocated as follows: (i)  first , all securities proposed to be sold by the Company for its own account; (ii)  second , all Registrable Securities requested to be included in such Piggyback Registration by the Shareholders pursuant to Section 4, pro rata among such holders on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement by such Shareholders; and (iii)  third , all other securities requested to be included in such Registration Statement by other holders of securities entitled to include such securities in such Registration Statement pursuant to piggyback registration rights; provided that any Shareholder may, prior to the effectiveness of the Registration Statement, withdraw its request to be included in such Piggyback Registration pursuant to this Section 4.

(c) Shelf-Take Downs . At any time that a shelf Registration Statement covering Registrable Securities pursuant to Section 3 or Section 4 (or otherwise) is effective, if any Shareholder delivers a notice to the Company (each, a “ Take-Down Notice ”) stating that it intends to sell all or part of its Registrable Securities included by it on the shelf Registration Statement (each, a “ Shelf Offering ”), then the Company shall amend or supplement the shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering. In connection with any Shelf Offering, including any Shelf Offering that is an Underwritten Offering (including a Marketed Offering) (i) the Company shall, promptly upon receipt of a Take-Down Notice (but in no event more than two (2) days thereafter (or such shorter period as may be reasonably requested in connection with an underwritten “block trade”)), deliver a notice to each other holder of Registrable Securities included on such shelf Registration Statement and permit each such holder to include its Registrable Securities included on the shelf Registration Statement in the Shelf Offering if such holder notifies the Company in writing within three (3) days (or such shorter period as may be reasonably requested in connection with an underwritten “block trade”) after delivery of notice to such holder; and (ii) if the Shelf Offering is underwritten, in the event that the managing underwriter(s) of such Shelf Offering advise such holders in writing that it is their good faith opinion the total number or dollar amount of securities proposed to be sold exceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the Registrable Securities to be included, then the managing underwriter(s) may limit the number of Registrable Securities which would otherwise be included in such Shelf Offering in the same manner as described in Section 3(c) with respect to a limitation of shares to be included in a registration;

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provided , however , that the Company shall not be obligated to take any action to effect any Shelf Offering that is an Underwritten Offering if a Demand Registration or Piggyback Registration was declared effective or an Underwritten Offering was consummated within the preceding ninety (90) days (unless otherwise consented to by the Company).

Section  5. Restrictions on Public Sale by Holders of Registrable Securities .

(a) If any registration pursuant to Section 3 or Section 4 of this Agreement shall be in connection with any: (i) Marketed Offering (including with respect to a Shelf Offering pursuant to Section 3(a) or 4(c) hereof), the Company will cause each of its executive officers and directors to sign a customary “lock-up” agreement containing provisions consistent with those contemplated pursuant to Section 5(b); and (ii) Underwritten Offering (including with respect to a Shelf Offering pursuant to Section 3(a) or 4(c) hereof), the Company will also not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (A) on Form S-4, Form S-8 or any successor forms thereto or (B) filed to effectuate an offering and sale to employees or directors of the Company or its Subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement) for its own account, within ninety (90) days after the date of the Prospectus (or Prospectus supplement if the offering is made pursuant to a shelf Registration Statement) for such offering except as may otherwise be agreed with the holders of the Registrable Securities in such offering.

(b) Each holder of Registrable Securities agrees with all other holders of Registrable Securities and the Company in connection with any Underwritten Offering made pursuant to a Registration Statement filed pursuant to Section 3 or Section 4, as applicable, that if requested in writing by the managing underwriter or underwriters in such Underwritten Offering, it will not (i) subject to customary exceptions, effect any public sale or distribution, of any of the Company’s securities held by such Shareholder (except as part of such Underwritten Offering) or (ii) enter into any swap or other arrangement that transfers to another Person any of the economic consequences of ownership of such securities during the period commencing on the date of the Prospectus pursuant to which such Underwritten Offering may be made and continuing for not more than ninety (90) days after the date of such Prospectus (or Prospectus supplement if the offering is made pursuant to a shelf Registration Statement). In connection with any Underwritten Offering made pursuant to a Registration Statement filed pursuant to Section 3 or Section 4, the Company, or, if Shareholders will be selling more Registrable Securities in the offering than the Company, Shareholders holding a majority of the Registrable Securities subject to such Registration Statement shall be responsible for negotiating all “lock-up” agreements with the underwriters and, in addition to the foregoing provisions of this Section 5, the Shareholders agree to execute the form so negotiated; provided that the form so negotiated is reasonably acceptable to the Company or the Shareholders, as applicable, and consistent with the agreement set forth in this Section 5 and that the Company’s executive officers and directors shall also have executed a form of agreement substantially similar to the agreement so negotiated, subject to customary exceptions applicable to natural persons in the roles of executive officers and directors.

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Section  6. Registration Procedures . If and whenever the Company is required to effect the registration of any Registrable Securities under the Securities Act as provided in Section 3 or Section 4, the Company shall use its reasonable best efforts to effect such registration and to permit the sale of such Registrable Securities in accordance with the intended method or methods of disposition thereof as promptly as practicable, and pursuant thereto the Company shall cooperate in all reasonable respects in the sale of the securities and shall use its reasonable best efforts, as promptly as practicable to the extent applicable, to:

(a) prepare and file with the SEC a Registration Statement or Registration Statements on such form as shall be available for the sale of the Registrable Securities by the holders thereof or by the Company in accordance with the intended method or methods of distribution thereof and in accordance with this Agreement, and use its reasonable best efforts to cause such Registration Statement to become effective and to remain effective as provided herein; provided , however, that before filing a Registration Statement or Prospectus or any amendments or supplements thereto (including documents that would be incorporated or deemed to be incorporated therein by reference), the Company shall furnish or otherwise make available to the holders of the Registrable Securities covered by such Registration Statement, their counsel and the managing underwriters, if any, copies of all such documents proposed to be filed, which documents will be subject to the reasonable review and comment of such counsel, and such other documents reasonably requested by such counsel, including any comment letter from the SEC, and, if requested by such counsel, provide such counsel reasonable opportunity to participate in the preparation of such Registration Statement and each Prospectus included therein and such other opportunities to conduct a reasonable investigation within the meaning of the Securities Act, including reasonable access to the Company’s books and records, officers, accountants and other advisors. The Company shall not file any such Registration Statement or Prospectus or any amendments or supplements thereto (including such documents that, upon filing, would be incorporated or deemed to be incorporated by reference therein) with respect to a Demand Registration to which the holders of a majority of the Registrable Securities covered by such Registration Statement, their counsel, or the managing underwriters, if any, shall reasonably object, in writing, on a timely basis;

(b) prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement continuously effective during the period provided herein and comply in all material respects with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement; and cause the related Prospectus to be supplemented by any Prospectus supplement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of the securities covered by such Registration Statement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act in each case, until such time as all of such securities have been disposed of in accordance with the intended method or methods of disposition by the seller or sellers thereof set forth in such Registration Statement;

(c) notify each holder of Registrable Securities covered by the applicable Registration Statement, its counsel and the managing underwriters, if any, promptly, and (if requested by any such Person) confirm such notice in writing and provide copies of the relevant documents, as soon as reasonably practicable after notice thereof is received by the Company, (i) when a Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to a Registration Statement or any post-effective amendment, when the same has been filed or become effective, (ii) of any written comments by the SEC, or any request by the SEC or any other federal or state governmental authority for amendments or supplements to a Registration Statement or

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related Prospectus or for additional information (whether before or after the effective date of the Registration Statement) or any other correspondence with the SEC relating to, or which may affect, the Registration Statement, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of a Registration Statement or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final Prospectus or the initiation or threatening of any proceedings for such purposes, (iv) if at any time the Company has reason to believe that the representations and warranties of the Company contained in any agreement (including any underwriting agreement) contemplated by Section 6(r) below cease to be true and correct, (v) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose, and (vi) if the Company has knowledge of the happening of any event that makes any statement made in such Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in such Registration Statement, Prospectus or documents so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or, if for any other reason it shall be necessary to amend or supplement such Registration Statement or Prospectus in order to comply with the Securities Act;

(d) prevent the issuance or obtain the withdrawal of any order suspending the effectiveness of a Registration Statement, or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction at the earliest date reasonably practicable;

(e) to the extent the Company is eligible under the relevant provisions of Rule 430B under the Securities Act, if the Company filed any shelf Registration Statement and if requested by a holder of Registrable Securities, the Company shall include in such shelf Registration Statement such disclosures as may be required by Rule 430B under the Securities Act (referring to the unnamed selling security holders in a generic manner by identifying the initial offering of the securities to such holder of Registrable Securities) in order to ensure that such holder of Registrable Securities may be added to such shelf Registration Statement at a later time through the filing of a Prospectus supplement rather than a post-effective amendment;

(f) if requested by the managing underwriters, if any, or the holders of a majority of the then issued and outstanding Registrable Securities being sold in connection with an Underwritten Offering, promptly include in a Prospectus supplement, Issuer Free Writing Prospectus or post-effective amendment to the applicable Registration Statement such information as the managing underwriters, if any, and such holders may reasonably request in order to permit the intended method of distribution of such securities and make all required filings of such Prospectus supplement, Issuer Free Writing Prospectus or such post-effective amendment as soon as practicable after the Company has received such request; provided , however , that the Company shall not be required to take any actions under this Section 6(e) that are not, in the reasonable opinion of counsel for the Company, in compliance with applicable law;

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(g) furnish or make available to each holder of Registrable Securities covered by the applicable Registration Statement, its counsel and each managing underwriter, if any, without charge, as many conformed copies of the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus, and Prospectus supplements, if applicable, and each post-effective amendment thereto, including financial statements (including those incorporated by reference) as such holder, counsel or underwriter may reasonably request; provided that the Company may furnish or make available any such documents in electronic format;

(h) deliver to each holder of Registrable Securities covered by the applicable Registration Statement, its counsel, and the underwriters, if any, without charge, as many copies of the Prospectus or Prospectuses (including each form of Prospectus) and each amendment or supplement thereto and such other documents as such Persons may reasonably request from time to time in connection with the distribution of the Registrable Securities; provided that the Company may furnish or make available any such documents in electronic format (other than, in the case of a Marketed Offering, upon the request of the managing underwriters thereof for printed copies of any such Prospectus or Prospectuses); and the Company, subject to the last paragraph of this Section 6, hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the holders of Registrable Securities covered by the applicable Registration Statement and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any such amendment or supplement thereto;

(i) prior to any Public Offering of Registrable Securities, register or qualify or cooperate with the holders of Registrable Securities covered by the applicable Registration Statement, the underwriters, if any, and their respective counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or “blue sky” laws of such jurisdictions within the United States as any seller or the managing underwriters reasonably requests in writing and to keep each such registration or qualification (or exemption therefrom) effective during the period such Registration Statement is required to be kept effective pursuant to this Agreement and to take any other action that may be necessary or advisable to enable such holders of Registrable Securities to consummate the disposition of such Registrable Securities in such jurisdiction; provided , however , that the Company will not be required to (i) qualify generally to do business in any jurisdiction where would not otherwise be required to qualify but for this Agreement or (ii) take any action that would subject it to taxation or general service of process in any such jurisdiction where it would not otherwise be subject but for this Agreement;

(j) cooperate with, and direct the Company’s transfer agent to cooperate with, the holders of Registrable Securities covered by the applicable Registration Statement and the managing underwriters, if any, to facilitate the timely settlement of any offering or sale of Registrable Securities, including the preparation and delivery of certificates (not bearing any legends) or book-entry (not bearing stop transfer instructions) representing Registrable Securities to be sold after receiving written representations from each holder of such Registrable Securities that the Registrable Securities represented by the certificates so delivered by such holder will be transferred in accordance with the Registration Statement and, in connection therewith, if reasonably required by the Company’s transfer agent, the Company shall promptly after the effectiveness of the Registration Statement cause an opinion of counsel as to the effectiveness of any Registration Statement to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent which authorize and direct the transfer agent to issue such Registrable Securities without restriction upon sale by the holder of such shares of Registrable Securities under the Registration Statement;

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(k) upon the occurrence of, and the Company’s receipt of knowledge of, any event contemplated by Section 6(c)(vi) above, prepare a supplement or post-effective amendment to the Registration Statement or a supplement to the related Prospectus (then in effect) or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such that the Registration Statement will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, not misleading, and the Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(l) prior to the effective date of the Registration Statement relating to the Registrable Securities, provide a CUSIP number for the Registrable Securities;

(m) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by such Registration Statement from and after a date not later than the effective date of such Registration Statement;

(n) cause all shares of Registrable Securities covered by such Registration Statement to be listed on a national securities exchange if shares of the particular class of Registrable Securities are at that time listed on such exchange, as the case may be, prior to the effectiveness of such Registration Statement;

(o) cause the Registrable Securities covered by the applicable Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter, if any, to consummate the disposition of such Registrable Securities; provided however that the Company will not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.;

(p) enter into such agreements (including underwriting agreements in form, scope and substance as is customary in Underwritten Offerings and such other documents reasonably required under the terms of such underwriting agreements, including customary legal opinions and auditor “comfort” letters) and take all such other actions reasonably requested by the holders of a majority of the Registrable Securities being sold in connection therewith (including those reasonably requested by the managing underwriters, if any) to expedite or facilitate the disposition of such Registrable Securities;

(q) make such representations and warranties to the holders of Registrable Securities covered by the applicable Registration Statement and the underwriters, if any, in form, substance and scope as are customarily made by issuers in public offerings similar to the offering then being undertaking;

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(r) in connection with a customary due diligence review, make available for inspection by a representative of the holders of Registrable Securities covered by the applicable Registration Statement, any underwriter participating in any such disposition of Registrable Securities, if any, and any counsel or accountants retained by such holders or underwriter (collectively, the “ Offering Persons ”), at the offices where normally kept, during reasonable business hours, all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries, and cause the officers, directors and employees of the Company and its subsidiaries to supply all information and participate in customary due diligence sessions in each case reasonably requested by any such Offering Person in connection with such Registration Statement; provided , however , that any information that is not generally publicly available at the time of delivery of such information shall be kept confidential by such Offering Persons except (i) where disclosure of such information is requested or legally compelled (in either case pursuant to the terms of a valid and effective subpoena or order issued by a court of competent jurisdiction or a federal, state or local governmental or regulatory body or pursuant to a civil investigative demand or similar judicial process), (ii) where such information is or becomes generally known to the public other than as a result of a non-permitted disclosure or failure to safeguard by such Offering Persons in violation of this Agreement, (iii) where such information (A) was known to such Offering Persons on a nonconfidential basis (prior to its disclosure by the Company) from a source other than the Company that, after reasonable inquiry, is entitled to disclose such information and is not bound by any contractual, legal or fiduciary obligation of confidentiality to the Company or any other person with respect to such information, (B) was in the possession of the Offering Persons on a nonconfidential basis prior to its disclosure to the Offering Persons by the Company or (C) is subsequently developed by the Offering Persons without using all or any portion of such information or violating any of the obligations of such Persons under this Agreement or (iv) for disclosure in connection with any suit, arbitration, claim or litigation involving this Agreement or against any Offering Person under federal, state or other securities laws in connection with the offer and sale of any Registrable Securities. In the case of a proposed disclosure pursuant to (i) (or, unless such Person and the Company are adversaries in such suit, arbitration, claim or litigation, (iv)) above, such Person shall be required to give the Company written notice of the proposed disclosure prior to such disclosure and to cooperate with the Company, at the Company’s cost, in any effort the Company undertakes to obtain a protective order or other remedy. In the event that such protective order or other remedy is not obtained, or that the Company waives compliance with this provision, the Offering Persons will furnish only that portion of such information that the Offering Persons are advised by legal counsel is legally required and will exercise their reasonable best efforts to obtain an order or other reliable assurance that confidential treatment will be accorded such information;

(s) comply with all securities laws and, if a Registration Statement was filed, make available to its security holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder;

(t) take no direct or indirect action prohibited by Regulation M under the Exchange Act;

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(u) cooperate with each holder of Registrable Securities covered by the Applicable Registration Statement and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA, including the use of reasonable best efforts to obtain FINRA’s pre-clearance or pre-approval of the Registration Statement and applicable Prospectus upon filing with the SEC;

(v) cause its officers and employees to use their respective reasonable best efforts to support the reasonable marketing of the Registrable Securities covered by the Registration Statement (including, without limitation, participation in, and preparation of materials for, any “road show”) in a Marketed Offering and otherwise to facilitate, cooperate with and participate in each proposed offering contemplated herein and customary selling efforts related thereto;

(w) take all reasonable action to ensure that any Issuer Free Writing Prospectus complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related Prospectus, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and

(x) take all such other commercially reasonable actions as are necessary or advisable in order to expedite or facilitate the disposition of such Registrable Securities in accordance with the terms of this Agreement.

Each holder of Registrable Securities as to which any registration is being effected shall furnish to the Company in writing such information required in connection with such registration regarding such seller and the distribution of such Registrable Securities as the Company may, from time to time, reasonably request in writing as a condition for any Registrable Securities to be included in the applicable registration hereunder. For the avoidance of doubt, failure of any holder of Registrable Securities to furnish the Company with such information as requested by the Company pursuant to the preceding sentence shall relieve the Company of any obligation hereunder to include the applicable Registrable Securities of such holder in the Registration Statement with respect to which such information was requested.

Each holder of Registrable Securities agrees if such holder has Registrable Securities covered by such Registration Statement that, upon receipt of any written notice from the Company of the happening of any event of the kind described in Section 6(c)(ii), (iii), (iv) or (v), such holder will forthwith discontinue disposition of such Registrable Securities pursuant to such Registration Statement or Prospectus until such holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6(f), or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus; provided , however , that the time periods under Section 3 with respect to the length of time that the effectiveness of a Registration Statement must be maintained shall automatically be extended by the amount of time the holder is required to discontinue disposition of such securities.

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Section  7. Registration Expenses . All fees and expenses incurred by the Company and incident to the performance of or compliance with this Agreement by the Company (including without limitation (i) all registration and filing fees (including fees and expenses with respect to (A) all SEC, stock exchange or trading system and FINRA registration, listing, filing and qualification and any other fees associated with such filings, including with respect to counsel for the underwriters and any qualified independent underwriter in connection with FINRA qualifications, (B) rating agencies and (C) compliance with securities or “blue sky” laws, including any reasonable fees and disbursements of counsel for the underwriters in connection with “blue sky” qualifications of the Registrable Securities pursuant to Section 6(i)), (ii) fees and expenses of the financial printer, (iii) messenger, telephone and delivery expenses of the Company, (iv) fees and disbursements of counsel for the Company, (v) all reasonable fees and disbursements of one legal counsel for the Shareholders with Registrable Securities covered by any Registration Statement, (vi) any reasonable fees and disbursements of underwriters customarily paid by issuers or sellers of securities, (vii) all expenses related to the “road show” for any Marketed Offering, including the reasonable out-of-pocket expenses of the Shareholders and underwriters, if so requested, and (viii) fees and disbursements of all independent certified public accountants, including the expenses of any special audits and/or “comfort letters” required by or incident to such performance and compliance), shall be borne by the Company, whether or not any Registration Statement is filed or becomes effective. All underwriters’ discounts and selling commissions, in each case related to Registrable Securities registered in accordance with this Agreement, shall be borne by the holders of Registrable Securities included in such registration pro rata among each other on the basis of the number of Registrable Securities so registered. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder.

The Company shall not be required to pay any discounts, commissions or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals relating to the distribution of the Registrable Securities (other than with respect to Registrable Securities sold by the Company).

Section  8. Indemnification .

(a) Indemnification by the Company . The Company shall, without limitation as to time, indemnify and hold harmless, to the fullest extent permitted by law, each holder of Registrable Securities whose Registrable Securities are covered by a Registration Statement or Prospectus, each shareholder, member, limited or general partner of such holder, each shareholder, member, limited or general partner of each such shareholder, member, limited or general partner, each of their respective Affiliates, officers, directors, shareholders, employees, advisors and agents and each Person who controls each such Person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and each of their respective Representatives from and against any and all losses, claims, damages, liabilities, costs (including costs of preparation and reasonable attorneys’ fees and any legal or other fees or expenses actually incurred by such party in connection with any investigation or Proceeding and any indemnity and contribution payments made to underwriters), expenses, judgments, fines, penalties, charges and amounts paid in settlement, joint or several (collectively, “ Losses ”), as incurred, in each case arising out of or based upon (i) any untrue statement (or alleged untrue statement) of a material fact contained in any

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Registration Statement, Prospectus, offering circular, any amendments or supplements thereto, Issuer Free Writing Prospectus or other document (including any related Registration Statement, notification, or the like or any materials prepared by or on behalf of the Company as part of any “road show” (as defined in Rule 433(h) under the Securities Act)) incident to any such registration, qualification, or compliance, (ii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any violation (or alleged violation) by the Company or any of its Subsidiaries of any federal, state, foreign or common law rule or regulation applicable to the Company or any of its Subsidiaries and (without limitation of the preceding portions of this Section 8(a)) will reimburse each such holder, each shareholder, member, limited or general partner of such holder, each shareholder, member, limited or general partner of each such shareholder, member, limited or general partner, each of their respective Affiliates, officers, directors, shareholders, employees, advisors and agents and each Person who controls each such Person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), for any reasonable and documented out-of-pocket legal and any other expenses actually incurred in connection with investigating and defending or, subject to the last sentence of this Section 8(a), settling any such Loss or action; provided that the Company will not be liable in any such case to the extent that any such Loss arises out of or is based on any untrue statement or omission by such holder, but only if such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, Prospectus, offering circular, or other document in reliance upon and in conformity with written information regarding such holder of Registrable Securities furnished to the Company by such holder of Registrable Securities or its authorized representatives expressly for inclusion therein. This indemnity shall be in addition to any liability the Company may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such holder or any indemnified party and shall survive the Transfer of such securities by such holder and regardless of any indemnity agreed to in the underwriting agreement that is less favorable to the holders. The Company shall also indemnify the underwriters participating in the distribution of Registrable Securities, their officers and directors and each Person who controls such underwriters to the same extent as provided above (with appropriate modification) with respect to the indemnification of the indemnified parties. It is agreed that the indemnity agreement contained in this Section 8(a) shall not apply to amounts paid in settlement of any such Loss or action if such settlement is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld).

(b) Indemnification by Holder of Registrable Securities . In connection with any Registration Statement in which a holder of Registrable Securities is participating, each such holder of Registrable Securities shall indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities, the Company, its officers, directors and managing members and each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) against all Losses arising out of or based on (i) any untrue statement of a material fact contained in such Registration Statement, Prospectus, offering circular, any amendments or supplements thereto, Issuer Free Writing Prospectus or other document, or (ii) any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to reimburse the Company or such officers, directors, managing members and control persons for any reasonable and documented out-of-pocket legal or any other expenses actually incurred in connection with investigating or defending any such Loss or action, subject to the immediately following proviso,

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settling any such Loss or action, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, offering circular, any amendments or supplements thereto, Issuer Free Writing Prospectus or other document in reliance upon and in conformity with written information regarding such holder of Registrable Securities furnished to the Company by such holder of Registrable Securities or its authorized representatives expressly for inclusion therein; provided , however , that the foregoing obligations shall not apply to amounts paid in settlement of any such Losses (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld). In no event shall the liability of any holder hereunder be greater in amount than the dollar amount of the proceeds from the sale of its Registrable Securities in the offering giving rise to such indemnification obligation, net of underwriting discounts and commissions but before expenses, less any amounts paid by such holder pursuant to Section 8(d) and any amounts paid by such holder as a result of liabilities incurred under the underwriting agreement, if any, related to such sale.

(c) Conduct of Indemnification Proceedings . If any Person shall be entitled to indemnification hereunder (each, an “ Indemnified Party ”), such Indemnified Party shall give prompt notice to the party from which such indemnity is sought (each, an “ Indemnifying Party ”) of any claim or of the commencement of any Proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant hereto; provided , however , that the delay or failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any obligation or liability except to the extent that the Indemnifying Party has been materially prejudiced by such delay or failure. The Indemnifying Party shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or Proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, assume, at the Indemnifying Party’s expense, the defense of any such claim or Proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided , however , that an Indemnified Party shall have the right to employ separate counsel in any such claim or Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless: (i) the Indemnifying Party agrees to pay such fees and expenses; or (ii) the Indemnifying Party fails promptly to assume, or in the event of a conflict of interest cannot assume, the defense of such claim or Proceeding or fails to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding, in which case the Indemnified Party shall have the right to employ separate counsel and to assume the defense of such claim or proceeding at the Indemnifying Party’s expense; provided , further , however , that the Indemnifying Party shall not, in connection with any one such claim or Proceeding or separate but substantially similar or related claims or Proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time for all of the Indemnified Parties. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The Indemnifying Party shall not consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release, in form and substance reasonably satisfactory to the Indemnified Party, from all liability in respect of such claim or litigation for which such Indemnified Party would be entitled to indemnification hereunder. All fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent

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incurred in connection with investigating or preparing to defend such proceeding in a manner not inconsistent with this Section 8) shall be paid to the Indemnified Party, as incurred, promptly upon receipt of written notice thereof to the Indemnifying Party (regardless of whether it is ultimately determined that an Indemnified Party is not entitled to indemnification hereunder; provided that the Indemnifying Party may require such Indemnified Party to undertake to reimburse all such fees and expenses to the extent it is finally judicially determined that such Indemnified Party is not entitled to indemnification under this Section 8).

(d) Contribution . If the indemnification provided for in this Section 8 is unavailable to an Indemnified Party in respect of any Losses (other than in accordance with its terms), then each applicable Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party, on the one hand, and such Indemnified Party, on the other hand, in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party, on the one hand, and Indemnified Party, on the other hand, shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made (or omitted) by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent any such action, statement or omission.

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 8(d) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 8(d), an Indemnifying Party that is a selling holder of Registrable Securities shall not be required to contribute any amount in excess of the amount by which the total net proceeds received by such holder from the sale of the Registrable Securities giving rise to such contribution obligation and sold by such holder, less any amounts paid by such holder pursuant to Section 8(b) and any amounts paid by such holder as a result of liabilities incurred under the underwriting agreement, if any, related to such sale exceeds the amount of any damages that such holder has otherwise been required to pay by reason of the applicable action, statement or omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The obligations of the holders of Registrable Securities to contribute pursuant to this Section are several and not joint.

(e) I ndemnification Priority. The Company hereby acknowledges and agrees that any of the Persons entitled to indemnification pursuant to Section 8(a) (each, a “ Company Indemnitee ” and collectively, the “ Company Indemnitees ”) may have certain rights to indemnification, advancement of expenses and/or insurance provided by other sources. The Company hereby acknowledges and agrees (i) that it is the indemnitor of first resort (i.e., its obligations to a Company Indemnitee are primary and any obligation of such other sources to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such Company Indemnitee are secondary) and (ii) that it shall be required to advance the full amount of expenses incurred by a Company Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as

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required by the terms of this Agreement without regard to any rights a Company Indemnitee may have against such other sources. The Company further agrees that no advancement or payment by such other sources on behalf of a Company Indemnitee with respect to any claim for which such Company Indemnitee has sought indemnification, advancement of expenses or insurance from the Company shall affect the foregoing, and that such other sources shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Company Indemnitee against the Company.

Section  9. Rule 144 . The Company shall use reasonable best efforts to: (i) file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner, to the extent required from time to time to enable all holders to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144, Rule 144A or Regulation S (or, if the Company is not required to file such reports, it will, upon the request of any Shareholder, make electronically available (which may include posting to a non-public, password-protected website maintained by the Company or a third party) to any holder, any bona fide prospective holder, any bona fide market maker (or person who intends to be a market maker) or securities analyst such necessary information for so long as necessary to enable all holders to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144, Rule 144A or Regulation S); and (ii) so long as any Registrable Securities are issued and outstanding, furnish holders thereof upon request (A) a written statement by the Company as to its compliance with the reporting requirements of Rule 144, Rule 144A and Regulation S under the Securities Act, and of the Exchange Act and (B) a copy of the most recent annual or quarterly report of the Company (except to the extent the same is available on EDGAR).

Section  10. Underwritten Registrations .

(a) S election of Underwriters; Selection of Counsel . In connection with any Underwritten Offering, the managing underwriter or underwriters to administer the offering shall be selected by the Shareholders holding the majority of Registrable Securities included in any Demand Registration, including any Shelf Offering initiated by such Shareholders, subject to the reasonable satisfaction of the Company, and the counsel to such holders shall be selected by the holders of a majority of Registrable Securities included in the Demand Registration.

(b) S helf and Demand Registrations . If requested by the underwriters for any Underwritten Offering, the Company shall enter into an underwriting agreement with such underwriters, such agreement to be reasonably satisfactory in substance and form to each of the Company, the holders of a majority of Registrable Securities being sold and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those provided in Section  8 of this Agreement. The holders of the Registrable Securities proposed to be distributed by such underwriters shall cooperate with the Company in the negotiation of the underwriting agreement and shall give consideration to the reasonable suggestions of the Company regarding the form thereof, and such holders shall complete and execute all questionnaires, powers of attorney and other documents reasonably requested by the underwriters and required under the terms of such underwriting arrangements.

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(c) P iggyback Registrations . If the Company proposes to register or sell any of its securities under the Securities Act as contemplated by Section 4 and such securities are to be distributed through one or more underwriters, the Company shall, if requested by any holder of Registrable Securities pursuant to Section 4(a), and subject to the provisions of Section 4(b), use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such registration or sale all the Registrable Securities to be offered and sold by such holder among the securities of the Company to be distributed by such underwriters in such registration or sale. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and shall complete and execute all questionnaires, powers of attorney and other documents reasonably requested by the underwriters and required under the terms of such underwriting arrangements. Any such Shareholder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Shareholder, such Shareholder’s title to the Registrable Securities, such Shareholder’s intended method of distribution and any other representations to be made by the Shareholder as are generally prevailing in agreements of that type, and the aggregate amount of the liability of such Shareholder shall not exceed such Shareholder’s proceeds from the sale of its Registrable Securities in the offering, net of underwriting discounts and commissions but before expenses.

Section  11. Miscellaneous .

(a) Amendments and Waivers . The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given without the written consent of the Company and the Shareholders holding a majority of the Registrable Securities. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of holders of Registrable Securities whose securities are being sold pursuant to a Registration Statement and that does not directly or indirectly affect the rights of other holders of Registrable Securities may be given by holders of at least a majority of the Registrable Securities being sold by such holders pursuant to such Registration Statement.

(b) Notices . All notices required to be given hereunder shall be in writing and shall be deemed to be duly given if personally delivered, telecopied and confirmed, emailed and confirmed or mailed by certified mail, return receipt requested, or overnight delivery service with proof of receipt maintained, at the following address (or any other address that any such party may designate by written notice to the other parties): if to the Company, to the address of its principal executive offices; if to any Shareholder, at such Shareholder’s address as set forth on the records of the Company or such other address as such Shareholder notifies the Company in writing. Any such notice shall be deemed to have been duly given (a) when delivered or sent if delivered in person or sent by facsimile transmission (provided confirmation of facsimile transmission is obtained), provided that any notice received by facsimile transmission or otherwise at the addressee’s location on any Business Day after 5:00 p.m. (addressee’s local time) shall be deemed to have been received at 9:00 a.m. (addressee’s local time) on the next Business Day, (b) on the fifth Business Day after dispatch by registered or certified mail (provided, that such form of notice may only be used if dispatched from the country in which the recipient is located), (c) on the next

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Business Day if transmitted by national or international overnight courier or (d) on the date delivered if sent by email (provided confirmation of email receipt is obtained), provided that any noticed received by email at the addressee’s location on any Business Day after 5:00 p.m. (addressee’s local time) shall be deemed to have been received at 9:00 a.m. (addressee’s local time) on the next Business Day.

(c) Successors and Assigns; Shareholder Status . This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties, including subsequent holders of Registrable Securities acquired, directly or indirectly, from the Shareholders in compliance with any restrictions on Transfer or assignment; provided , however , that (x) the Company may not assign this Agreement (in whole or in part) without the prior written consent of the holders of a majority of the Registrable Securities and (y) (i) holders of Registrable Securities may not assign this Agreement (in whole or in part) without the prior written consent of the Company (such consent not to be unreasonably withheld) and (ii) such successor or assign shall not be entitled to such rights unless the successor or assign shall have executed and delivered to the Company an Addendum Agreement substantially in the form of Exhibit A hereto promptly following the acquisition of such Registrable Securities.

(d) Counterparts . This Agreement may be executed in two or more counterparts and delivered by facsimile, pdf or other electronic transmission with the same effect as if all signatory parties had signed and delivered the same original document, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(e) Headings; Construction . The section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Unless the context requires otherwise: (i) pronouns in the masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa; (ii) the term “including” shall be construed to be expansive rather than limiting in nature and to mean “including, without limitation,”; (iii) references to sections and paragraphs refer to sections and paragraphs of this Agreement; (iv) the words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder” and words of similar import refer to this Agreement as a whole, including Exhibit A hereto, and not to any particular subdivision unless expressly so limited; (v) unless otherwise specified, the term “days” shall mean calendar days; (vi) a “percentage” (or a “majority”) of the Registrable Securities (or, where applicable, any class of securities) shall be determined based on the number of shares of such securities; and (vii) unless otherwise provided, the currency for all dollar figures included in this Agreement shall be the US Dollar.

(f) Governing Law . This Agreement (and any claim or controversy arising out of or relating to this Agreement) shall be governed by and construed in accordance with, the laws of the State of New York.

(g) Severability . If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their reasonable best efforts to find and employ an alternative means to achieve the same or substantially

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the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(h) Entire Agreement . This Agreement, that certain Stockholders Agreement, dated as of the date hereof, by and among the Company and Investor (the “ Stockholders Agreement ”) and the Securities Purchase Agreement are intended by the parties as a final expression of their agreement, and are intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and therein, with respect to the registration rights granted by the Company with respect to Registrable Securities. This Agreement, together with the Securities Purchase Agreement and the Stockholders Agreement, supersedes all prior agreements and understandings between the parties with respect to such subject matter. Notwithstanding the foregoing, this Agreement shall not supersede the transfer restrictions in the Stockholders Agreement.

(i) Securities Held by the Company or its Subsidiaries . Whenever the consent or approval of holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company or its subsidiaries shall not be counted in determining whether such consent or approval was given by the holders of such required percentage.

(j) Specific Performance; Further Assurances . The parties hereto recognize and agree that money damages may be insufficient to compensate the holders of any Registrable Securities for breaches by the Company of the terms hereof and, consequently, that the equitable remedy of specific performance of the terms hereof will be available in the event of any such breach. The parties hereto agree that in the event the registrations and sales of Registrable Securities are effected pursuant to the laws of any jurisdiction outside of the United States, such parties shall use their respective reasonable best efforts to give effect as closely as possible to the rights and obligations set forth in this Agreement, taking into account customary practices of such foreign jurisdiction, including executing such documents and taking such further actions as may be reasonably necessary in order to carry out the foregoing.

(k) Term; Other Agreements . This Agreement shall terminate (i) with respect to a Shareholder on the date on which such Shareholder ceases to hold Registrable Securities, (ii) with respect to the Company, the date on which all equity securities have ceased to be Registrable Securities and (iii) upon the dissolution, liquidation or winding up of the Company; provided that such Shareholder’s rights and obligations pursuant to Section 8, as well as the Company’s obligations to pay expenses pursuant to Section 7, shall survive with respect to any Registration Statement in which any Registrable Securities of such Shareholders were included.

(l) Consent to Jurisdiction; Waiver of Jury Trial . The parties hereto hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the courts of the State of New York located in New York County and the federal courts of the United States of America located in New York County, and the appropriate appellate courts therefrom for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby. The parties hereto hereby irrevocably and unconditionally consent to the jurisdiction of

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such courts (and of the appropriate appellate courts therefrom) in any such action, suit or proceeding and irrevocably waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of the venue of any such action, suit or proceeding in any such court or that any such action, suit or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such action, suit or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.

Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action, or proceeding of the nature specified in the paragraph above by the mailing of a copy thereof in the manner specified by the provisions of Section 11(b).

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

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IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights Agreement to be duly executed as of the date first written above.

[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

EXHIBIT A

ADDENDUM AGREEMENT

This Addendum Agreement is made this [●] day of [●], 20[●], by [●], a [●] (the “ New Shareholder ”), pursuant to a Registration Rights Agreement dated as of November 8, 2018 (the “ Agreement ”), by and among GNC Holdings, Inc. (the “ Company ”), Investor and the other Shareholders party thereto. Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

W I T N E S S E T H :

WHEREAS, the Company has agreed to provide registration rights with respect to the Registrable Securities as set forth in the Agreement; and

WHEREAS, the New Shareholder has acquired Registrable Securities directly or indirectly from a Shareholder; and

WHEREAS, the Company and the Shareholders have required in the Agreement that all Persons desiring registration rights pursuant to the Agreement must enter into an Addendum Agreement binding the New Shareholder to the Agreement to the same extent as if it were an original party thereto;

NOW, THEREFORE, in consideration of the mutual promises of the parties, the New Shareholder acknowledges that it has received and read the Agreement and that the New Shareholder shall be bound by, and shall have the benefit of, all of the terms and conditions set out in the Agreement to the same extent as if it were an original party to the Agreement (or as otherwise provided therein) and shall be deemed to be a Shareholder thereunder.

Exhibit 10.3

S PECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS

HAS BEEN REQUESTED . T HE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE S ECURITIES AND

E XCHANGE C OMMISSION , AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE

ASTERISKS (***).

November 7, 2018

GNC CHINA HOLDCO, LLC

GNC HONG KONG LIMITED

GNC (SHANGHAI) TRADING CO., LTD.

HARBIN PHARMACEUTICAL GROUP CO., LTD.

HARBIN PHARMACEUTICAL HONG KONG II

LIMITED

and

GNC HOLDINGS, INC.

MASTER REORGANIZATION AND

SUBSCRIPTION AGREEMENT

18th Floor, One Exchange Square

8 Connaught Place, Central

Hong Kong

Tel: +852.2912.2500

www.lw.com

CONTENTS

i

MASTER REORGANIZATION AND SUBSCRIPTION AGREEMENT

This MASTER REORGANIZATION AND SUBSCRIPTION AGREEMENT (this “ Agreement ”), dated as of November 7, 2018 is entered into by and among:

GNC China Holdco, LLC , a company established under the Laws of the State of Delaware, with company number 4798590, whose registered office is located at 160 Greentree Drive, Suite 101, Dover, Delaware 19904 (“ GNC ”),

GNC  Hong Kong Limited , a company established under the Laws of Hong Kong, having its registered address at Level 28, Three Pacific Place, 1 Queen’s Road East, Hong Kong (the “ HK Company ”),

GNC (Shanghai) Trading Co., Ltd. (健安喜（上海）贸易有限公司), a company incorporated in the PRC, with unified social credit code 913100005727431338, whose registered office is located at Unit 1001, 1002 and 1005 of Building No. 10, No. 218 Xizang South Road, Huangpu District, Shanghai, China (the “ WFOE ”),

GNC Holdings, Inc ., a company established under the Laws of the State of Delaware, with company number 4295780, whose registered office is located at 160 Greentree Drive, Suite 101, Dover, Delaware 19904 (“ GNC Holdings ”), solely for purposes of Section  5.9 , Section  10.11 and Section  10.12 ,

Harbin Pharmaceutical Group Co., Ltd., a company incorporated in the PRC with company number 91230199128175037N, whose registered office is located at No.68, Limin West Fourth Street, Limin Development Zone, Harbin, People’s Republic of China (“ Hayao Parent ”); and

Harbin Pharmaceutical Hong Kong II Limited, a company established under the Laws of Hong Kong, having its registered office at c/o 28/F., CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong (“ Hayao ”).

Each a “ Party ” and collectively the “ Parties ”.

RECITALS

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NOW, THEREFORE, the Parties agree as follows:

Article I

REORGANIZATION

1.1 Formation of GNC PRC Partner and the PRC JV . GNC shall use its reasonable best efforts to cause (i) the GNC PRC Partner to be formed, as promptly as reasonably practicable following the date hereof, in Hong Kong as a wholly owned Subsidiary, and (ii) the PRC JV to be formed, as promptly as reasonably practicable following the date hereof, in Shanghai as a wholly foreign-owned enterprise, and all required filings (including with the Filing Authority) and registrations (including with the AIC) to be made with respect thereto with all relevant Governmental Entities.

1.2 Transfer of PRC Business Assets .

1.2.1 As promptly as reasonably practicable following the formation of the PRC JV and completion of relevant required filings and registrations, GNC shall cause the PRC JV to enter into an asset transfer agreement with the WFOE (the “ PRC Asset Transfer Agreement ”), pursuant to which the WFOE shall use its reasonable best efforts to transfer, effective at the Closing, all assets, rights and properties (including all inventory, personal property, contracts and receivables whose transfer is not prohibited by Law) primarily used in the PRC Business (the “ PRC Business Assets ”) and all liabilities (including payables and other liabilities to the extent the transfer of such liabilities is not prohibited by Law) to the

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extent related to the PRC Business (the “ PRC Business Liabilities ” and together with the PRC Business Assets, the “ PRC Business Assets and Liabilities ”) to the PRC JV, and GNC shall cause the PRC JV to accept and assume the PRC Business Assets and Liabilities in exchange for the fair market value thereof (the “ PRC Asset Price ”), to be paid to the WFOE promptly following the PRC JV’s receipt of the PRC Subscription Price (as defined below). For the avoidance of doubt, the WFOE shall retain all assets, rights and properties primarily related to the HK Business and all liabilities to the extent related to the HK Business.

1.2.2 GNC shall cause the PRC JV to offer employment, effective on the Closing Date, to each employee of the PRC Business in accordance with this Agreement and applicable Law. Offers pursuant to this Section  1.2.2 shall be for a comparable position at the same or a nearby geographic work location, in each case, to those as of the Closing Date and shall comply in all respects with applicable Law (including with respect to compensation and benefits). WFOE shall encourage and not otherwise interfere with PRC JV’s efforts to negotiate acceptance of offers of employment with employees of the PRC Business, provided that nothing herein shall be interpreted as requiring PRC JV to provide any employee of the PRC Business with any additional compensation or benefits or to incur any additional obligations (financial or otherwise). WFOE shall continue to employ all employees of the PRC Business who reject any such offers of employment from PRC JV.

1.2.3 If and to the extent the transfer of any PRC Business Assets and Liabilities is subject to the consent of, notification to, agreement with, or waiver of any objection or similar right by, or the lapse of any objection or similar period in favor of, a third party (each herein a “ Third Party Consent ”), the transfer and assumption of right, obligation, title and interest shall not take effect until the Third Party Consent has been obtained and the PRC JV shall (at its cost) use commercially reasonable efforts to obtain the Third Party Consent. WFOE shall assist PRC JV in notifying such third party. Until the applicable transfer is effected, WFOE shall, to the extent permitted by Law, hold the PRC Business Assets and Liabilities for the benefit and burden of PRC JV. Upon effectiveness of the transfer, any contractual arrangements for such PRC Business Assets and Liabilities between the WFOE and PRC JV dealing with the requirement to obtain a Third Party Consent, shall automatically terminate or be discontinued, as the case may be.

1.2.4 The Parties hereby agree that to the extent the transfer of PRC Business Assets and Liabilities, the rejection or acceptance of offers by employees of the PRC Business under Clause 1.2.2 or the failure to obtain necessary Third Party Consents results in either (a) the WFOE lacking the assets (other than inventory) necessary to perform certain internal services or other functions of which it was capable of performing prior to such asset transfers in connection with the HK Business, or (b) the PRC JV lacking the assets (other than inventory) necessary to perform services and internal functions previously provided by the WFOE in connection with the PRC Business, then the WFOE shall, and GNC shall cause the PRC JV to, work together in good faith to identify such services and functions and to provide such services and functions to one another at cost for a reasonable length of time to allow the WFOE or the PRC JV, as applicable, to obtain a permanent internal or third-party solution for such services or internal functions.

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Article II

SHARE SUBSCRIPTIONS AND CLOSING

2.1 HK Share Subscription . Subject to the terms and conditions of this Agreement, and pursuant to the HK Subscription Agreement, Hayao shall subscribe for, and the HK Company shall allot and issue to Hayao, newly issued HK Shares representing 65% in the total issued and outstanding capital of the HK Company immediately upon Closing (“ HK Subscription Shares ”), free from all Encumbrances, together with all rights attaching to the HK Subscription Shares as at Closing (“ HK Share Subscription ”). The HK Subscription Shares shall, upon issuance rank pari passu with all the then issued HK Shares of the HK Company.

2.2 PRC Share Subscription . Subject to the terms and conditions of this Agreement, and pursuant to the PRC Subscription Agreement, Hayao Parent shall subscribe for, and GNC shall cause the PRC JV to allot and issue to Hayao Parent, newly increased registered capital representing 65% of the total registered capital of the PRC JV immediately upon Closing (“ PRC Subscription Capital ”, and together with the HK Subscription Shares, the “ Subscription Shares ”), free from all Encumbrances, together with all rights attaching to the PRC Subscription Capital as at Closing (“ PRC Share Subscription ” and together with the HK Share Subscription, the “ Share Subscriptions ”).

2.3 Consideration . As consideration for the subscription for the PRC Subscription Capital and the HK Subscription Shares, Hayao Parent shall pay to the PRC JV, an amount in RMB equivalent to US$ 20,000,000 (US Dollar Twenty Million) (“ PRC Subscription Price ”) and to the HK Company HK$1 (the “ HK Subscription Price ”), subject to the conditions of this Agreement. The RMB amount of the PRC Subscription Price shall be determined by reference to the mean USD-RMB exchange rate announced by the People’s Bank of China on the date of this Agreement.

2.4 Closing .

2.4.1 The closing of the Share Subscriptions (the “ Closing ”) shall take place at the offices of Latham and Watkins, Hong Kong office at 18th Floor, One Exchange Square, 8 Connaught Place, Central, Hong Kong (or at any other place as agreed in writing by Hayao Parent and GNC) on the fifth (5 ^th ) Business Day following the date on which all conditions to the Closing under Section  4.1 hereof have been waived or satisfied (other than those conditions that, by their nature, are satisfied contemporaneously with Closing) (or at such other time as agreed in writing by Hayao Parent and GNC) (the date on which the Closing occurs, the “ Closing Date ”). On the Closing Date:

(a) GNC and the HK Company shall do or procure the carrying out of all those things listed in Section I of Appendix C ; and

(b) Hayao and Hayao Parent, as applicable, shall do or procure the carrying out of all those things listed in Section II of Appendix C .

2.4.2 At least three (3) Business Days prior to the Closing,

(a) GNC and the HK Company shall designate a bank account of the HK Company to Hayao in writing to receive the HK Subscription Price; and

(b) GNC shall, and shall cause the PRC JV to, designate a bank account of the PRC JV to Hayao Parent in writing to receive the PRC Subscription Price.

2.4.3 All documents and items delivered and payments made in connection with Closing shall be held by the recipient to the order of the Person delivering them until such time as Closing takes place. For the avoidance of doubt, the HK Secretary shall keep all the original corporate secretarial documents of the HK Company.

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Article III

REPRESENTATIONS AND WARRANTIES

3.1 Partner Representations and Warranties . Each of GNC, Hayao and Hayao Parent hereby represents and warrants to any other Party that as of the date hereof:

3.1.1 Organization . It is validly incorporated, in existence, duly registered and in good standing under the Laws of the jurisdiction of its incorporation.

3.1.2 Power and Authorization .

(a) It has taken all appropriate and necessary corporate actions to (i) empower its legal representative or such other duly authorized representative whose signature is affixed hereto and thereto to sign this Agreement and the other Transaction Documents to which it is a party, (ii) authorize the execution and delivery of this Agreement and the other Transaction Documents to which it is a party, and (iii) authorize the performance and observance of the terms and conditions hereof and thereof.

(b) Except as set forth on Schedule 3.1.2 (b) , it has obtained all consents, approvals and authorizations necessary for the valid execution and delivery of this Agreement and the other Transaction Documents to which it is a party and to observe and perform its obligations hereunder and thereunder.

(c) This Agreement and the other Transaction Documents to which it is a party constitute its legal, valid and binding obligations and are enforceable against it in accordance with their respective terms, subject as to enforceability, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights.

3.1.3 Non-contravention . None of the execution, delivery and performance by it of this Agreement and the other Transaction Documents to which it is a party, nor the consummation of any transactions contemplated hereunder and thereunder, will (a) violate any provision of its organizational documents, (b) result in a default (or an event which, with notice or lapse of time or both, would constitute a default) or the creation of any Encumbrance or give rise to any right of termination, cancellation or acceleration under any Contract to which it is a party, (c) violate any Order or Permit applicable to it, (d) require the consent, authorization, Permit or approval of any Governmental Entity, or notice to, or declaration or registration with, any Governmental Entity, under any applicable Law (other than Regulatory Approvals), or (e) violate any Laws applicable to it, except to the extent that the occurrence of any of the foregoing items set forth in clauses (a), (b), (c), (d) and (e) would reasonably be expected to have a material adverse effect on the ability of such Party to execute, deliver and perform its obligations under this Agreement and the other Transaction Documents to which it is a party.

3.1.4 Litigation . As of the date of this Agreement, there are no pending or, to the Knowledge of such Party, threatened, Actions to which it is a party (either as plaintiff or defendant) or to which its assets are or may be subject that, in each case, would reasonably be expected to have a material adverse effect on the ability of such Party to execute, deliver and perform its obligations under this Agreement and the other Transaction Documents to which it is a party.

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3.1.5 No Immunity . In any proceedings taken in relation to this Agreement or any other Transaction Document to which such Party is a party or any transactions contemplated hereby and thereby, such Party will not be entitled to claim for itself or any of its assets immunity from suit, execution, attachment or other legal process.

3.1.6 No Broker . Such Party has not retained any finder or broker in connection with the transactions contemplated by the Transaction Documents, or is liable to pay any brokerage, finder’s or other fee or commission of similar nature in connection with the transactions contemplated by the Transaction Documents.

3.1.7 Private and Commercial Purposes . Such Party’s execution and delivery of this Agreement and other Transaction Documents to which it is a party constitute, and the exercise of its rights and performance of its obligations hereunder and thereunder will constitute, private and commercial acts done and performed for private and commercial purposes.

3.2 Group Company Representations . Except (a) as set forth in the disclosure schedule delivered by the HK Company, the WFOE and GNC (collectively, the “ Warrantors ”) to Hayao and Hayao Parent (the “ Disclosure Schedule ”) prior to the execution of this Agreement (with specific reference to the representations and warranties in this Section  3.2 to which the information in such schedule relates; provided , that, disclosure in the Disclosure Schedule as to a specific representation or warranty shall qualify any other sections of this Agreement to the extent (notwithstanding the absence of a specific cross reference) it is reasonably apparent from the face of such disclosure that such disclosure relates to such other sections), and (b) as otherwise disclosed or identified in the GNC SEC Documents filed prior to the date hereof (other than any forward-looking disclosures contained in the “Forward Looking Statements” and “Risk Factors” sections of the GNC SEC Documents), each of the Warrantors hereby, jointly and severally, represents and warrants to Hayao and Hayao Parent as follows:

3.2.1 Organization . Schedule 3.2.1 sets forth for each Group Company its name and jurisdiction of organization. Each Group Company is duly organized, validly existing and duly registered under the Laws of the jurisdiction of its organization. Except as set forth on Schedule 3.2.1 , each Group Company is duly licensed or qualified to do business and (where applicable) is in good standing as a foreign corporation in each jurisdiction in which the ownership of its property or the character of its activities is such as to require it to be so licensed or qualified or in good standing, as applicable, except where the failure to be so licensed or qualified or in good standing would not reasonably be expected to have a Company Material Adverse Effect.

3.2.2 Power and Authorization .

(a) Each Group Company has taken all appropriate and necessary corporate actions to (i) empower its legal representative or such other duly authorized representative whose signature is affixed hereto and thereto to sign any Transaction Documents to which it is a party, (ii) authorize the execution and delivery of this Agreement and the other Transaction Documents to which it is a party, and (iii) authorize the performance and observance of the terms and conditions hereof and thereof. Each Group Company has all requisite corporate power and authority necessary to own, lease, operate and use its assets and carry on the Business.

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(b) Except as set forth on Schedule 3.2.2(b) , the Group Companies have obtained all consents, approvals and authorizations necessary for the valid execution and delivery of any Transaction Documents to which it is a party and to observe and perform its obligations hereunder and thereunder.

(c) Any Transaction Documents to which a Group Company is a party constitute its legal, valid and binding obligations and are enforceable against it in accordance with their respective terms, subject as to enforceability, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights.

3.2.3 Non-contravention . None of the execution, delivery and performance by any Group Company of any Transaction Documents to which it is a party, nor the consummation of any transactions contemplated thereunder, will (a) violate any provision of the organizational documents of such Group Company, (b) result in a default (or an event which, with notice or lapse of time or both, would constitute a default) or the creation of any Encumbrance or give rise to any right of termination, cancellation or acceleration under any Contract to which such Group Company is a party, (c) violate any Order or Permit applicable to such Group Company or otherwise affecting such Group Company, the Business or any material assets of such Group Company, (d) require any Permit of any Governmental Entity, or notice to, or declaration or registration with, any Governmental Entity, under any applicable Law (other than Regulatory Approvals), or (e) violate any Laws applicable to such Group Company, the Business or any assets of such Group Company, except to the extent that the occurrence of any of the foregoing items set forth in clauses (a)-(e) would reasonably be expected to have (x) a material adverse effect on the ability of such Group Company to execute, deliver and perform its obligations under any Transaction Documents to which it is a party or (y) a Company Material Adverse Effect.

3.2.4 Capitalization of the HK Company and the PRC JV .

(a) The authorized and issued share capital of the HK Company immediately prior to the Closing is as set forth on Schedule 3.2.4(a)(i) . The authorized and issued share capital of the HK Company immediately following the Closing shall be as set forth on Schedule 3.2.4(a)(ii) . All of the share capital of the HK Company has been duly authorized and validly issued and are fully paid and nonassessable and have not been issued in violation of any preemptive or similar rights.

(b) The registered capital of the PRC JV immediately following the Closing shall be as set forth on Schedule 3.2.4(b) . All of the share capital of the PRC JV will be, as of the Closing, duly authorized and validly issued and fully paid and nonassessable and will not have been issued in violation of any preemptive or similar rights.

3.2.5 Capitalization of Subsidiaries . The outstanding shares of capital stock of (or other Equity Interests in) each of the HK Company’s Subsidiaries have been duly authorized and validly issued and (if applicable) are fully paid and nonassessable and have not been issued in violation of any preemptive or similar rights. The HK Company or one or more of its wholly owned Subsidiaries own of record and beneficially all the issued and outstanding shares of capital stock of (or other Equity Interests in) such Subsidiaries free and

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clear of any Encumbrances other than (a) as may be set forth in the certificate of formation, limited liability company agreement, limited partnership agreement, certificate of incorporation or bylaws, or similar organizational documents of such Subsidiary, (b) for any restrictions on sales of securities arising solely from applicable securities Laws and (c) Permitted Encumbrances. Except for the Equity Interests of the HK Company’s Subsidiaries, and following the Reorganization, of the PRC JV’s Subsidiaries, none of the Group Companies controls, directly or indirectly, or owns any direct or indirect Equity Interests in any Person that is not a Group Company.

3.2.6 The Group Companies do not engage in any business other than the manufacturing and distribution of health food products, related promotion and marketing activities and provision of after-sale and other auxiliary services.

3.2.7 Title to Subscription Shares and Sold Shares .

(a) The Subscription Shares, when issued, delivered and paid for in accordance with the terms of this Agreement, will be duly and validly issued, fully paid and non-assessable, free from any Encumbrances (other than (i) any Encumbrances created by Hayao, Hayao Parent or any of their respective Affiliates and (ii) any restrictions arising solely from the applicable Laws and under the Transaction Documents).

(b) The issuances of the Subscription Shares are not subject to any pre-emptive rights, rights of first refusal, rights of first offer, co-sale rights or similar rights.

3.2.8 Solvency . No Group Company is insolvent or unable to pay its respective debts as they fall due. No Group Company has passed any resolution for its voluntary winding up nor is subject to any winding up petition or analogous proceeding in its jurisdiction of incorporation or establishment.

3.2.9 Financial Matters .

(a) Attached as Schedule 3.2.9 are (a) the audited balance sheets and statements of income, cash flow and stockholders’ equity of the Group Companies as of and for the twelve-month periods ended December 31, 2015, December 31, 2016 and December 31, 2017, respectively, together with the auditor’s reports thereon (the “ Audited Financial Statements ”) and (b) an unaudited balance sheet and statements of income and cash flow of the Group Companies as of and for the nine-month period ended September 30, 2018 (the “ Interim Financial Statements ” and, together with the Audited Financial Statements, the “ Financial Statements ”).

(b) The Financial Statements (i) were prepared in all material respects in accordance with the books and records of the Group Companies, (ii) have been prepared in accordance with GAAP, consistently applied (subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments and the absence of notes), and (iii) fairly present, in all material respects, the financial position and results of operations of the Group Companies as of the dates and for the periods indicated in such Financial Statements.

(c) Except as disclosed on Schedule 3.2.9(c) , no Group Company has any Liabilities except for (i) Liabilities as reflected or reserved against in the Financial Statements, (ii) Liabilities incurred in the ordinary course of business since the Most Recent Balance Sheet Date and (iii) Liabilities that would not reasonably be expected to have a Company Material Adverse Effect.

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3.2.10 Absence of Certain Developments . Except as set forth on Schedule 3.2.10 or as expressly contemplated by this Agreement, from the Most Recent Balance Sheet Date through the date of this Agreement, (a) no event, change, fact, condition or circumstance has occurred or arisen that has had, or would reasonably be expected to have, a Company Material Adverse Effect, (b) the Group Companies have, in all material respects, conducted the Business and operated their properties in the ordinary course of business consistent with past practice, and (c) except as may be required to effect the Reorganization or otherwise in the ordinary course of business, no Group Company has taken any action or omitted to take any action that would have violated the provisions of Section  5.2.2(c) , 5.2.2(d) or 5.2.2(f) if such provisions had been in effect at all times since the Most Recent Balance Sheet Date.

3.2.11 Assets . The Group Companies each have good and valid title to, or a valid and binding leasehold or other interest in, all tangible personal property necessary for the conduct of the business of the Group Companies, taken as a whole, as currently conducted, free and clear of all Encumbrances (other than Permitted Encumbrances) except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

3.2.12 Real Property .

(a) None of the Group Companies owns or has, in the past three (3) years, owned any real property.

(b) Schedule 3.2.12(b) sets forth a list of all real property leased, subleased or licensed by, or for which a right to use or occupy has been granted to, any of the Group Companies (the “ Leased Real Property ”). Except as set forth on Schedule 3.2.12(b) or except as would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole, (i) there are no written or oral leases, subleases, licenses, concessions, occupancy agreements or other Contracts granting to any other Person the right of use or occupancy of any of the Leased Real Property and there is no Person (other than any Group Company) in possession of any of the Leased Real Property; and (ii) with respect to each Leased Real Property that is a sublease, to the Knowledge of the Warrantors, the representations and warranties in this Section  3.2.12(b) and Section  3.2.14 3.2.13(b) are true and correct with respect to the underlying lease.

(c) To the Knowledge of the Warrantors, as of the date of this Agreement, the Group Companies are in compliance with all Environmental Laws, except for any such instance of non-compliance that would not reasonably be expected to be material to the Group Companies, taken as a whole. As of the date of this Agreement, except as would not reasonably be expected to be material to the Group Companies, taken as a whole, the Group Companies hold, and, to the knowledge of the Company, are in compliance with, all Permits required under applicable Environmental Laws to permit the Group Companies to operate their assets in a manner in which they are now operated and maintained and to conduct the Business as currently conducted. As of the date of this Agreement, there are no written claims or notices of violation pending or, to the Knowledge of the Warrantors, threatened against the Group Companies alleging violations of or liability under any Environmental Law that would reasonably be expected to have to be material to the Group Companies, taken as a whole. This Section 3.2.12(c) provides the sole and exclusive representations and warranties of the Warrantors in respect of environmental matters, including any and all matters arising under Environmental Laws or relating to Hazardous Materials.

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3.2.13 Intellectual Property .

(a) Schedule 3.2.13(a) sets forth all patents, registered trademarks and copyrights, any applications for the foregoing, and domain names owned by a Group Company (collectively, the “ Registered Intellectual Property Rights ”). The Group Companies own and have good and exclusive title to all Registered Intellectual Property Rights, free and clear of any Encumbrance (other than Permitted Encumbrances). To the Knowledge of the Warrantors, each Registered Intellectual Property Right is valid, in force and enforceable, or to the extent such items are applications, are pending without challenge. Except as would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole, all fees currently due in connection with such Registered Intellectual Property Rights have been paid and all documents in connection with such Registered Intellectual Property Rights required to be filed have been filed with the relevant intellectual property office or authorities for the purposes of prosecuting, maintaining and perfecting such Registered Intellectual Property Rights and recording the Group Companies’ ownership interests therein.

(b) Except as disclosed on Schedule 3.2.13(b) , none of the Group Companies (i) has, to the Knowledge of the Warrantors, infringed, diluted, misappropriated, or violated any Intellectual Property Rights of any Person, or (ii) has, in the past three (3) years, received any written charge, complaint, claim, demand, or notice alleging infringement, dilution, misappropriation, or violation of the Intellectual Property Rights of any Person (including any invitation to license or request or demand to refrain from using any Intellectual Property Rights of any Person in connection with the conduct of the Business). Except as disclosed on Schedule 3.2.13(b) , to the Knowledge of the Warrantors, no Person has infringed, diluted, misappropriated, or violated any Intellectual Property Rights owned by a Group Company in the past three (3) years.

(c) Confidentiality and Invention Assignments . Except as would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole: (i) the Group Companies have maintained commercially reasonable practices to protect the confidentiality of the Group Companies’ confidential information and trade secrets and, except as disclosed on Schedule 3.2.13(c) , have required all employees and other Persons with access to a Group Company’s confidential information to enter into Contracts requiring them to maintain the confidentiality of such information; and (ii) all current and former employees and contractors of a Group Company who contributed to the Intellectual Property Rights of the Group Companies that is incorporated in any product or service of a Group Company have entered into Contracts that assign to one of the Group Companies all of such Person’s Intellectual Property Rights relating to such product or service.

(d) Privacy and Data Security . The Group Companies’ use and dissemination of any personally-identifiable information concerning individuals is in compliance with all privacy policies, terms of use, Laws and Contracts applicable to any Group Company or to which any Group Company is bound in all material respects. The Group Companies maintain policies and procedures regarding data security and privacy and maintain administrative, technical, and physical safeguards that are commercially reasonable and, in any event, in compliance in all material respects with privacy policies, terms of use, Laws and Contracts applicable to any Group Company or to which any Group Company is bound. To the Knowledge of the Warrantors, there have been no security breaches relating to, or any unauthorized access of, any data or information used by the Group Companies.

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3.2.14 Material Contracts .

(a) Except as disclosed on Schedule 3.2.14 , no Group Company is currently bound by or a party to:

(i) any Contract (or group of related Contracts) for the purchase, sale, construction, repair or maintenance of inventory, raw materials, commodities, supplies, goods, products, equipment or other property, or for the furnishing or receipt of services, in each case, the performance of which will extend over a period of more than one year] or which provides for (or would be reasonably expected to involve) annual payments to or by a Group Company in excess of RMB 4,000,000 or aggregate payments to or by a Group Company in excess of RMB 9,000,000;

(ii) any Contract relating to the acquisition or disposition by any Group Company of (A) any business thereof (whether by merger, consolidation or other business combination, sale of securities, sale of assets or otherwise) or (B) any material Assets (other than sales of inventory or obsolete equipment in the ordinary course of business) other than Contracts in which the applicable acquisition or disposition has been consummated and there are no material obligations ongoing;

(iii) any Contract under which a Group Company has permitted any Asset to become Encumbered other than the Permitted Encumbrances;

(iv) any Contract concerning or consisting of a partnership, limited liability company, joint venture or similar agreement (in each case, other than with respect to wholly-owned Subsidiaries of GNC);

(v) any Contract (A) under which a Group Company has created, incurred, assumed or guaranteed any Debt in excess of RMB 4,000,000 or (B) under which any other Person has guaranteed any Debt of a Group Company;

(vi) any Contract containing covenants (A) restricting in any material respect any business activity (including the solicitation, hiring or engagement of any Person or the solicitation of any customer) of any Group Company, or (B) limiting in any material respect the freedom of any Group Company to compete with any Person;

(vii) any outstanding general or special powers of attorney executed by or on behalf of a Group Company or with respect to any Assets;

(viii) any Contract under which a Group Company is, or may become, obligated to incur any severance pay or Compensation obligations that would become payable by reason of this Agreement, any other Transaction Document or any transaction contemplated hereunder or thereunder;

(ix) any Contract relating to the lease of the Leased Real Property; and

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(x) any Related Party Contract that will continue in effect after the Closing, other than (i) the Transaction Documents (ii) the transactions contemplated by the Business Plan (as defined in the Shareholders Agreement) and (iii) those relating to ordinary course of business transactions at arm’s length with aggregate payments below US$ 500,000.

The Warrantors have delivered or made available to Hayao Parent accurate and complete copies of each written Contract listed on Schedule 3.2.14 , in each case, as amended or otherwise modified and in effect.

(b) Except as would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole, each Contract required to be disclosed on Schedule 3.2.14 (each a “ Material Contract ”) (i) is valid and binding on the applicable Group Companies and, to the Knowledge of the Warrantors, on the other parties thereto; (ii) is in full force and effect and, to the Knowledge of the Warrantors, enforceable. The applicable Group Companies are in material compliance with and have performed all obligations required to be performed by them to date under each Material Contract. As of the date hereof, no Group Company has received notice of any material violation or default (or any condition which with the passage of time or the giving of notice or both would cause such a material violation of or a default) by any party under any Material Contract nor, to the Knowledge of the Warrantors, has such notice been threatened. To the Knowledge of the Warrantors, no other party to any Material Contract is in material breach or violation of, or default under, or has repudiated any material provision of, any Material Contract.

3.2.15 Related Party Transactions . Schedule 3.2.15 sets forth all Contracts (a) of a Group Company, to which a Related Party is a party (other than payments made to, and other Compensation provided to, officers and directors (or equivalent) in the ordinary course of business) or (b) under which a Related Party otherwise has any interest in any Assets owned or leased by any Group Company or used in connection with the Business (each a “ Related Party Contract ”), except, in each case, those Contracts entered into on an arm’s length basis and in the ordinary course of business between a Group Company and a Related Party.

3.2.16 Legal Compliance . Except with respect to matters set forth on Schedule 3.2.16 , the Group Companies are, as of the date of this Agreement, in compliance with all applicable Laws, except where the failure to be in compliance with such Laws would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole. As of the date hereof, no Group Company has received any written notice from any Governmental Entity of a violation of any applicable Law at any time during the past two years that would reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole.

3.2.17 Foreign Corrupt Practices Act . Except as has not had and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole, neither a Group Company nor, to the Knowledge of the Warrantors, any director, officer, agent, employee or other person acting on behalf of a Group Company has during the past three (3) years, in the course of its actions for, or on behalf of, a Group Company (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any domestic government official “foreign official” (as defined

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in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “ FCPA ”)) or employee from corporate funds; (iii) violated or is in violation of any provision of the FCPA or any applicable non-U.S. anti-bribery statute or regulation; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any domestic government official, such foreign official or employee.

3.2.18 Permits . Except as set forth on Schedule 3.2.18 , the Group Companies have obtained, and are in material compliance with, all of the material licenses, approvals, consents, registrations and Permits necessary under applicable Laws to permit the Group Companies to operate and to own the Business in the manner in which it is currently operated. Except as set forth on Schedule 3.2.18 , all such licenses, approvals, consents, registrations and Permits are valid and in full force and effect in all material respects. There are no pending or, to the Knowledge of the Warrantors, threatened claims, Actions, suits or other proceedings or, to the Knowledge of the Warrantors, investigations before or by any Governmental Entity that would reasonably be expected to result in the revocation or termination of any such license, approval, consent, registration or Permit that is material to the conduct of the Business as currently conducted, except for any such revocation or termination that would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole.

3.2.19 Tax Matters .

(a) Each Group Company has timely filed, or has caused to be timely filed on its behalf (taking into account applicable extensions, which are approved by the relevant Governmental Entity), all material Tax Returns required to be filed by it in accordance with all Laws. All such Tax Returns were true, correct and complete in all material respects. All material Taxes owed by each Group Company (whether or not shown on any Tax Return) have been timely paid in full. Since January 1, 2015, no claim (written or otherwise) has been made by a Governmental Entity in a jurisdiction where a Group Company does not file Tax Returns that such Group Company is or may be subject to taxation by that jurisdiction, and, to the Knowledge of the Warrantors, there is no basis for any such claim to be made. There are no Encumbrances (other than Permitted Encumbrances) with respect to any material Taxes upon any asset of a Group Company.

(b) Each Group Company has deducted, withheld and timely paid to the appropriate Governmental Entity all material Taxes required to be deducted, withheld or paid in connection with amounts paid or owing to any employee, independent contractor, creditor, shareholder or other third party, and each Group Company has complied in all material respects with all reporting and recordkeeping requirements.

(c) There is no pending, or to the Knowledge of the Warrantors threatened, claim or Action concerning any material Tax Liability of any Group Company.

(d) No Group Company has waived any statute of limitations in respect of any material Taxes or agreed to any extension of time with respect to a material Tax assessment or deficiency, which waiver or extension remains in effect. No Group Company has executed any power of attorney with respect to any Tax, other than powers of attorney that are no longer in force. No closing agreements, private letter rulings, technical advice memoranda or similar agreements or rulings relating to Taxes have been entered into or issued by any Governmental Entity with or in respect of any Group Company.

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3.2.20 Labor Agreement and Actions; Employee Compensation .

(a) Except as disclosed on Schedule 3.2.20 each Group Company has complied in all material respects with all applicable Laws pertaining to Social Insurance, and has paid, or made provision for the payment of, all Social Insurance contributions required under applicable Laws. Except for the Social Insurance to which the Group Companies are subject or as disclosed on Schedule 3.2.20(a) , (i) no Group Company is under any legal obligation to pay any other welfare benefit to any of its directors, managers or employees, and (ii) there are no, welfare plans, pension or death benefit plans, provident funds or schemes, life or health insurance, share bonus, share purchase, share option, restricted share or similar equity-based plans, or any other deferred-compensation, retirement, severance, bonus, profit-sharing, incentive or material fringe-benefit plans, programs or arrangements (each, an “ Employee Plan ”) in relation to, or binding on, any Group Company or to which any Group Company contributes.

(b) No Group Company is bound by or subject to (and none of its assets or properties is bound by or subject to) any Contract with any labor union, and no labor union has requested or has sought to represent any of the employees, Representatives or agents of a Group Company. There is no strike or other labor dispute involving a Group Company pending or threatened (nor has there been since the incorporation of each Group Company), nor is any Group Company aware of any labor organization activity involving its employees.

(c) Each Group Company has complied in all material respects with all applicable national, provincial, local or municipal equal employment opportunity and other Laws related to employment.

3.2.21 Litigation; Orders . Except as set forth on Schedule 3.2.21 , as of the date of this Agreement, there are no pending or, to the Knowledge of the Warrantors, threatened, Actions to which a Group Company is a party (either as plaintiff or defendant) or to which its Assets are or may be subject that is pending or, to the Knowledge of the Warrantors, threatened against a Group Company that, in each case, if resolved adversely to such Group Company, would reasonably be expected to have (i) a material adverse effect on the ability of GNC, the HK Company or the WFOE to execute, deliver and perform its obligations under this Agreement and the other Transaction Documents to which it is a party or (ii) a Company Material Adverse Effect. No Order has been issued or is pending issuance to, or, to the Knowledge of the Warrantors, has been threatened against, any Group Company or its Assets that would reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole.

3.2.22 No Immunity . In any proceedings taken in relation to this Agreement or any other Transaction Document to which GNC or any Group Company is a party or any transactions contemplated hereby and thereby, none of the Group Companies will be entitled to claim for itself or any of its assets immunity from suit, execution, attachment or other legal process.

3.2.23 No Broker . None of the Group Companies has retained any finder or broker in connection with the transactions contemplated by the Transaction Documents or are liable to pay any brokerage, finder’s or other fee or commission of similar nature in connection with the transactions contemplated by the Transaction Documents.

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3.2.24 Private and Commercial Purposes . The execution and delivery of this Agreement and other Transaction Documents to which a Group Company is a party constitute, and the exercise of its rights and performance of its obligations hereunder and thereunder will constitute, private and commercial acts done and performed for private and commercial purposes.

3.2.25 No Other Representations or Warranties . Except for the representations and warranties expressly set forth in this Section  3.2 , none of the Group Companies, any of its Affiliates or any other Person on behalf of the Group Companies makes any express or implied representation or warranty with respect to the Assets, the Group Companies or their respective businesses or with respect to any other information provided, or made available, to Hayao, Hayao Parent or their respective Affiliates or Representatives in connection with the transactions contemplated hereby, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Group Companies nor any other Person will have or be subject to any Liability or other obligation to Hayao or its Affiliates or Representatives or any other Person resulting from Hayao Parent’s, Hayao’s or their respective Affiliates’ or Representatives’ use of any information, documents, projections, forecasts or other material made available to Hayao, Hayao Parent or their respective Affiliates or Representatives, including any information made available in any electronic data room maintained by the Group Companies for purposes of the transactions contemplated by this Agreement, teaser, marketing material, confidential information memorandum, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Hayao, Hayao Parent or their respective Affiliates or Representatives or in any other form in connection with the transactions contemplated by this Agreement, unless and to the extent any such information is included or expressly referred to in a representation or warranty contained in this Section  3.2 .

Article IV

CONDITIONS TO CLOSING

4.1 Conditions to Hayao and Hayao Parent ’ s Obligation to Close . The obligation of Hayao and Hayao Parent to consummate the Share Subscriptions is subject to each of the following conditions being satisfied (or waived in writing by Hayao Parent) on or prior to Closing:

4.1.1 The representations and warranties of GNC, the WFOE and the HK Company contained in Article III of this Agreement other than those contained in Sections 3.1.1 and 3.1.2 and Sections 3.2.1 , 3.2.2 , 3.2.4 and 3.2.7 , shall be true and correct as of the Closing Date in all material respects with the same force and effect as if made as of the Closing Date, except for (i) representations and warranties that speak only as of a specific date or time, which need only be true and correct as of such specified date or time, and (ii) any changes after the date of this Agreement which are contemplated or expressly permitted by this Agreement. The representations and warranties of GNC contained in Sections 3.1.1 and 3.1.2 and of the HK Company, the WFOE and GNC contained Sections 3.2.1 , 3.2.2 , 3.2.4 , and 3.2.7 of this Agreement shall be true and correct as of the Closing with the same force and effect as if made as of the Closing Date, other than such representations and warranties that speak only as of a specific date or time, which need only be true and correct as of such specified date or time.

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4.1.2 Each of GNC, the WFOE and the HK Company shall have performed and complied in all material respects with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing.

4.1.3 No Order shall have been entered and remain in effect, and no Law shall have been enacted, entered, enforced or promulgated by any Governmental Entity having competent jurisdiction and be in effect, which in either case would restrain, enjoin or otherwise prevent the performance of any Transaction Document or the consummation of the transactions in accordance with the terms of the Transaction Documents.

4.1.4 The PRC JV shall have been formed in accordance with Section  1.1 .

4.1.5 The PRC Business Assets and Liabilities shall have been transferred to the PRC JV in accordance with Section  1.2 .

4.1.6 The HK Company shall have taken all necessary action to set the size of the initial HK Board at five (5) Directors and to permit Hayao to appoint three Directors in accordance with the HK Shareholders Agreement, effective from the Closing Date.

4.1.7 The PRC JV shall have taken all necessary action to set the size of the initial PRC Board at five (5) Directors and to permit Hayao Parent to appoint three Directors in accordance with the PRC Shareholders Agreement, effective from the Closing Date.

4.1.8 GNC, the WFOE and the HK Company shall have delivered or caused to be delivered to Hayao or Hayao Parent, as applicable, the documents and certificates listed in Section I of Appendix A .

4.1.9 The government authorizations from any Governmental Entity in any jurisdiction that are required to enter into or consummate the Transaction Documents regarding each of (i) GNC and/or its Affiliates, (ii) any Group Company, and (iii) Hayao, Hayao Parent and/or their respective Affiliates as set out on Schedule 4.1.9 (together, the “ Regulatory Approvals ”) shall have been duly obtained, made or given and shall be in full force and effect, and all terminations or expirations of waiting periods imposed by any such Governmental Entity shall have occurred.

4.1.10 The consents, waivers, approvals, novations and authorizations set forth on Schedule 4.1.10 that are required to consummate transactions contemplated by the Transaction Documents regarding each of (i) GNC and/or its Affiliates; (ii) any Group Company; and (iii) Hayao, Hayao Parent and/or their respective Affiliates (together, the “ Required Consents ”) shall have been obtained and not withdrawn and be in full force and effect on the Closing Date.

4.1.11 The Bankruptcy Remote Actions shall have been completed in accordance with Section  5.9 .

4.2 Conditions to GNC, the HK Company and the WFOE’s Obligation to Close . The obligation of GNC, the WFOE and the HK Company to consummate the Share Subscriptions are subject to each of the following conditions being satisfied (or waived in writing by GNC) on or prior to Closing:

4.2.1 The representations and warranties of Hayao and Hayao Parent contained in Article III of this Agreement other than those contained in Sections 3.1.1 and

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3.1.2 , without giving effect to any qualifications as to materiality or material adverse effect or similar qualifications contained therein, shall be true and correct in all material respects as of the Closing Date with the same force and effect as if made as of the Closing Date, except for (i) other than representations and warranties that speak only as of a specific date or time, which need only be true and correct as of such specified date or time, and (ii) any changes after the date of this Agreement which are contemplated or expressly permitted by this Agreement. The representations and warranties of Hayao and Hayao Parent contained in Sections 3.1.1 and 3.1.2 of this Agreement shall be true and correct as of the Closing Date with the same force and effect as if made as of the Closing Date, other than such representations and warranties that speak only as of a specific date or time, which need only be true and correct as of such specified date or time.

4.2.2 Each of Hayao and Hayao Parent shall have performed and complied in all material respects with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing.

4.2.3 Each of Hayao and Hayao Parent shall have delivered or caused to be delivered to GNC, the WFOE and the HK Company the documents and certificates to be delivered by Hayao and Hayao Parent, as applicable, which are listed in Section II of Appendix C .

4.2.4 The PRC JV shall have been formed in accordance with Section  1.1 .

4.2.5 The PRC Business Assets and Liabilities shall have been transferred to the PRC JV in accordance with Section  1.2.1 .

4.2.6 The Regulatory Approvals shall have been duly obtained, made or given and shall be in full force and effect, and all terminations or expirations of waiting periods imposed by any such Governmental Entity shall have occurred.

4.2.7 The Required Consents shall have been obtained and not withdrawn on the Closing Date.

4.2.8 Each of the Closing, the First Subsequent Closing and the Second Subsequent Closing (each as defined in the Securities Purchase Agreement) of the GNC Share Issuance shall have occurred in accordance with the Securities Purchase Agreement.

Article V

PRE-CLOSING COVENANTS

5.1 Commercially Reasonable Best Efforts; Notices and Consents . Subject to the terms and conditions of this Agreement, from the date of this Agreement to the Closing, or the earlier termination of this Agreement pursuant to Article VII , each of the Parties hereto shall use its commercially reasonable efforts to take or cause to be taken all actions, to file or cause to be filed all documents, to give or cause to be given all notices to Governmental Entities or other Persons, to obtain or cause to be obtained all authorizations, consents, waivers, approvals, Permits or Orders from Governmental Entities or other Persons, and to do or cause to be done all other things necessary, proper or advisable, in order to (i) consummate and complete the Reorganization, and (ii) consummate and make effective the transactions contemplated hereunder and under other Transaction Documents (including satisfaction, but not waiver, of the Closing conditions set forth in Article IV ).

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5.2 Operation of the Business .

5.2.1 Conduct of the Business Generally . From the date of this Agreement until the Closing, or the earlier termination of this Agreement pursuant to Article VII , without the prior written consent of Hayao or Hayao Parent (which consent shall not be unreasonably conditioned, withheld, delayed or denied), and except to the extent described on Schedule 5.2.1 , required by Law, in connection with the Reorganization or expressly provided by this Agreement, GNC and the HK Company shall cause the Group Companies to:

(a) use commercially reasonable efforts to operate the Business in the ordinary course of business, substantially in accordance with past practice and in all material respects in accordance with all applicable Laws; and

(b) use commercially reasonable efforts to preserve intact the Business’s organization and relationships with third parties (including lessors, licensors, suppliers, distributors and customers) and employees.

5.2.2 Specific Prohibitions . Without limiting the generality or effect of 5.2.1 , from the date of this Agreement until the Closing, or the earlier termination of this Agreement pursuant to Article VII , without the prior written consent of Hayao or Hayao Parent (which consent shall not be unreasonably conditioned, withheld, delayed or denied), and except to the extent described on Schedule 5.2.1 , required by Law, in connection with the Reorganization or expressly provided by this Agreement, GNC and the HK Company shall not, and shall cause the Group Companies not to, take any of the following actions:

(a) amend its organizational documents, effect any split, combination, reclassification or similar action with respect to its share capital or other Equity Interests or adopt or carry out any plan of complete or partial liquidation or dissolution;

(b) issue, sell, grant or otherwise dispose of any of its Equity Interests or other securities, or, amend any term of any of its outstanding Equity Interests or other securities;

(c) (A) make any declaration or payment of, or set aside funds for, any dividend or other distribution with respect to any of its share capital or other Equity Interests (other than cash dividends and cash distributions by a Subsidiary of GNC to GNC or a wholly owned Subsidiary of GNC to the extent permitted by applicable Laws); or (B) repurchase, redeem, or otherwise acquire or cancel any of its share capital or other Equity Interests (other than with respect to a wholly owned Subsidiary of GNC solely pursuant to Section 1.2 of this Agreement);

(d) become liable in respect of any Guarantee (other than a Guarantee by a Group Company of a Liability of another Group Company that is made in the ordinary course of business) or incur, assume or otherwise become liable in respect of any Debt, in each case, in excess of RMB 5,000,000 in the aggregate;

(e) (A) merge or consolidate with any Person; (B) acquire any assets, except for acquisitions of inventory and equipment in the ordinary course of business; or (C) make any loan, advance of money or capital contribution to, acquire any Equity Interests in, or otherwise make any investment in, any Person (other than loans and advances to employees in the ordinary course of business consistent with past practice, and other than loans or advances to, or investments in, any of the Group Companies);

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(f) permit any of its material assets to become subject to an Encumbrance (other than a Permitted Encumbrance) or sell, lease, license or otherwise dispose of any of its material assets, other than sales of inventory or obsolete equipment in the ordinary course of business consistent with past practice;

(g) prepay or otherwise discharge or satisfy any Debt or other material Liabilities, other than in the ordinary course of business consistent with past practice, or waive, cancel or assign any claims or rights of substantial value other than in the ordinary course of business consistent with past practice;

(h) make any capital expenditures that are in the aggregate in excess of RMB 5,000,000;

(i) enter into or effect any Employee Plan or increase the Compensation payable or paid, whether conditionally or otherwise, to any employee, officer, director or consultant of any Group Company, other than (A) any increase adopted in the ordinary course of business consistent with past practice in respect of the Compensation of any employee whose annual base Compensation does not exceed RMB 800,000 after giving effect to such increase or (B) any increase in benefits or Compensation required by applicable Law;

(j) make any material change in its methods of accounting or accounting practices except as required by GAAP;

(k) settle, agree to settle, waive or otherwise compromise any pending or threatened Actions (A) involving potential payments by or to any Group Company of more than RMB 1,000,000 in aggregate or (B) that admit liability or consent to non-monetary relief that would reasonably be expected to have a material adverse effect on the Group Companies, taken as a whole, or the Business;

(l) make, change or revoke any material Tax election; elect or change any material method of accounting for Tax purposes; settle any Action in respect of material Taxes; or enter into any Contract in respect of material Taxes with any Governmental Entity;

(m) enter into any new line of business or discontinue or change any line of business;

(n) except in the ordinary course of business, enter into or renew or materially adversely modify or terminate (excluding any expiration in accordance with its terms) any Material Contracts;

(o) other than in the ordinary course of business, license or otherwise dispose of the rights to use any material Intellectual Property Rights or disclose material trade secrets to a third party; or

(p) enter into any agreement, or otherwise become obligated, to do any of the things referred to elsewhere in this Section  5.2.2 .

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Nothing contained in this Agreement shall give Hayao or Hayao Parent, directly or indirectly, any right to control or direct the operations of the Group Companies prior to the Closing. Prior to the Closing, the Group Companies shall exercise, consistent with the other terms and conditions of this Agreement, complete control and supervision over the Business.

5.2.3 Notwithstanding anything herein to the contrary, nothing in this Section  5.2 shall restrict the Group Companies from distributing, issuing dividends, repurchasing Equity Interests in exchange for, assigning or otherwise transferring to GNC and its Affiliates cash and cash equivalents, in each case, to the extent permitted by applicable Law.

5.3 Conduct of Business by Hayao and Hayao Parent . Each of Hayao and Hayao Parent shall not, and shall not permit any of its Affiliates to, take any action or fail to take any action that could reasonably be expected to result in any of the conditions set forth in Article IV not being satisfied or that could otherwise be reasonably expected to prevent the consummation of the transactions contemplated by this Agreement or the Transaction Documents.

5.4 Contact with Customers and Suppliers . Save as otherwise agreed in Section  5.5 , until the Closing Date, each of Hayao and Hayao Parent shall not, and shall cause its Representatives and Affiliates not to, contact or communicate with the employees, customers, potential customers, suppliers, distributors or licensors of the Group Companies, or any other Persons having a business relationship with the Group Companies, concerning the transactions contemplated hereby without the prior written consent of GNC or the HK Company (which consent shall not be unreasonably conditioned, withheld, delayed or denied).

5.5 Access to Premises and Information . From the date of this Agreement until the Closing, or the earlier termination of this Agreement pursuant to Article VII , GNC, the WFOE and the HK Company shall, and shall cause the Group Companies to, permit Hayao or Hayao Parent and their respective Representatives to have reasonable access (upon reasonable prior notice to the Group Companies and during normal business hours in such a manner as not to interfere unreasonably with the Business) to all Representatives of the Group Companies and to all premises, properties, books, records (including Tax records), Contracts, financial and operating data and other information and documents of, or pertaining to, the Group Companies or the Assets or the Business; provided , however , that GNC, the WFOE and the HK Company shall not be required to cause the Group Companies to afford such access or furnish such information to the extent that GNC or the HK Company believes that doing so would: (a) result in the loss of attorney-client privilege (but GNC, the WFOE and the HK Company shall use their respective reasonable efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege), (b) result in the disclosure of any trade secrets of third parties or violate any obligations of the Group Companies with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which any of the Group Companies is a party or (c) breach, contravene or violate any applicable Law.

5.6 Notice of Developments . Each Party shall give prompt notice to the other Parties of (a) any written notice or other material communication received by such Party from any Governmental Entity in connection with the transactions contemplated by this Agreement or any other Transaction Documents, and (b) any written notice from any other Person alleging that a consent of or a notice to such Person is or may be required in connection with the transactions contemplated by this Agreement or any other Transaction Documents.

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5.7 Termination of Certain Agreements . On or prior to the Closing Date, the Group Companies shall take any and all actions necessary to (a) terminate any Related Party Contract (except such contracts as are put in place by mutual agreement of the Parties in connection with the Reorganization) and (b) cancel or repay any Debt owed by a Group Company to a Related Party (other than any Debt incurred in connection with the Reorganization), in each case of clauses (a)  and (b) without any Liability of any Group Company or the Business thereafter; provided that the foregoing obligation shall not apply with respect to or as contemplated by any Transaction Document or any agreements, arrangements, commitments or understandings to which any party which is not an Affiliate of GNC is a party (but only to the extent that is solely related to such non-affiliated party).

5.8 Transfer Taxes . All transfer, stamp, documentary, sales, use, registration, value-added and other similar Taxes (including all applicable real estate transfer Taxes) incurred by a Party (other than a Group Company) in connection with the consummation of the transactions contemplated by this Agreement (“ Transfer Taxes ”) shall be economically borne 50% by Hayao (or Hayao Parent, as applicable) and 50% by GNC and any Transfer Taxes incurred by a Group Company (other than GNC) shall be economically borne by the Group Company. The Party responsible under applicable Tax Law for submitting payment of such Transfer Taxes to the applicable Governmental Entity shall file all necessary Tax Returns with respect to all such Transfer Taxes. If GNC or an Affiliate of GNC is or becomes responsible for submitting payment of a Transfer Tax for which Hayao or Hayao Parent is responsible for payment under this Section  5.8 , Hayao or Hayao Parent shall either (i) provide GNC with its pro rata share of the funds necessary to pay such Transfer Tax at least five (5) days before such Transfer Tax is due, or (ii) if GNC waives the requirement in clause (i), promptly reimburse GNC for its pro rata share of such Transfer Tax.

5.9 Bankruptcy Remote Actions . Prior to the Closing, GNC Holdings shall cause its wholly owned Subsidiaries GNC Intellectual Property Holdings, LLC (“ GNC IP ”) and GNC Intermediate IP Holdings, LLC (“ GNC Intermediate ”, and together with GNC IP, the “ Bankruptcy Remote Entities ”) to (a) appoint an “Independent Director” (as defined in the Amended and Restated Limited Liability Company Agreement of GNC IP, as amended, and the Amended and Restated Limited Liability Company Agreement of GNC Intermediate, as amended) to the board of directors of each Bankruptcy Remote Entity, which “Independent Director” shall be designated by Corporation Service Company, and (b) issue Class B Member Interests (as defined in the Second Amended and Restated Limited Liability Company Agreement of GNC IP) of GNC IP to the HK Company and Class B Member Interests (as defined in the Second Amended and Restated Limited Liability Company Agreement of GNC Intermediate) of GNC Intermediate to the PRC JV (the actions in clauses (a) and (b), the “ Bankruptcy Remote Actions ”).

5.10 Further Efforts . In the event any transaction contemplated hereby is determined to be prohibited by Law as proposed herein or otherwise is subject to the restriction or objection of any Governmental Entity with competent jurisdiction over such transaction, each Party agrees to use its commercially reasonable efforts to work with the other Parties in good faith to identify an alternative structure to the transactions contemplated hereby that satisfies applicable Law and relevant Governmental Entities, provided that no Party shall be required to accept any such alternative structure or transactions that decreases the economic benefit or governance rights available to such Party as compared to the structure and transactions contemplated herein and in the exhibits hereto, or otherwise causes, or would reasonably be expected to cause, any material harm to such Party or its Affiliates.

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Article VI

CONFIDENTIALITY AND RESTRICTION ON ANNOUNCEMENTS

6.1 General Obligation . Each Party undertakes to the other Parties that it shall not reveal, and that it shall ensure that its respective directors, Equity Interest holders, Affiliates, professional advisors, officers, employees, agents and auditors (collectively, “ Representatives ”) do not reveal, to any third party any Confidential Information without the prior written consent of the concerned Party (the “ Disclosing Party ”), or use any Confidential Information in such manner that is detrimental to the Disclosing Party. The Party receiving the Confidential Information (the “ Receiving Party ”) on its own behalf and on behalf of each of its Representatives agrees to comply in full with the confidentiality obligations set forth herein and to undertake and ensure that, by its actions, neither the Receiving Party nor any of its Representatives to whom Confidential Information may be disclosed by the Receiving Party will breach the terms of the confidentiality obligations assumed herein and that the Receiving Party will be liable for any breach by its Representatives of the confidentiality obligations hereunder. The term “ Confidential Information ” means, (a) any information concerning the organization, business, technology (including know-how), investment, finance, transactions or affairs of any Party or any Group Company or any of their respective directors, officers or employees (whether conveyed in written, oral or in any other form and whether such information is furnished before, on or after the date of this Agreement); (b) the terms of this Agreement, and the identities of the Parties and their respective Affiliates; and (c) any other information or materials prepared by a Party or any Group Company or its Representatives that contains or otherwise reflects, or is generated from, (a) and (b).

6.2 Exceptions . The provisions of Section 6.1 shall not apply to:

6.2.1 disclosure of Confidential Information that is or becomes generally available to the public other than as a result of disclosure by or at the direction of a Party or any of the Representatives in violation of this Agreement;

6.2.2 disclosure by a Party to a Representative; provided that such Representative (i) is under a similar obligation of confidentiality or (ii) is otherwise under a binding professional obligation of confidentiality;

6.2.3 disclosure, after giving prior notice to the Disclosing Party to the extent reasonably practicable under the circumstances and subject to any practicable arrangements to protect confidentiality, to the extent required under the rules of any stock exchange on which the shares of a Party or its direct or indirect parent company are listed, or under the terms of any debt instrument issued by such Party ( provided , however , that the Party disclosing the Confidential Information obtains an agreement from the debt holder to hold such matters confidential on terms no less restrictive than the obligations set forth in Section  6.1 or is otherwise acting under the terms of registered bonds) or by applicable law or any Governmental Entity with authority or jurisdiction to require such disclosure, or in connection with any judicial or arbitral process regarding any legal action, suit or proceeding arising out of or relating to this Agreement; or

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6.2.4 disclosure to the extent required in connection with a bona fide financing or other corporate transaction of a Party (and provided that the Party disclosing the Confidential Information obtains an agreement from the Person to whom it intends to disclose such information to hold such matters confidential on terms no less restrictive than the obligations set forth in Section  6.1 or is otherwise acting in conformity with custom and practice of a “roadshow”).

6.3 Publicity . Except as required by a pplicable l aw in the reasonable opinion of legal counsel of a Party, by any Governmental Entity, by any relevant stock exchange on which the shares of a Party or its parent company are listed or otherwise agreed by all the Parties, no publicity release or public announcement concerning the relationship or involvement of the Parties shall be made by any Party without the prior written consent of all the other Parties. Each Party shall have the right to review and comment on any such publicity release or public announcement of each other Party within a reasonable time prior to making any such publicity release or public announcement.

6.4 Term . The confidentiality obligations set forth in this Article VI shall survive the termination of this Agreement for a period of one (1)  year .

Article VII

TERMINATION; POST-CLOSING MATTERS

7.1 Effectiveness; Termination . This Agreement shall become effective upon the execution hereof by the Parties.

7.2 Termination . This Agreement shall terminate at any time prior to the Closing:

7.2.1 By mutual written consent of GNC and Hayao Parent;

7.2.2 Immediately upon the termination of the Securities Purchase Agreement in accordance with its terms;

7.2.3 By either GNC or Hayao Parent if the Closing has not occurred on or before February 13, 2019 (the “ Outside Date ”), unless such Party’s willful breach is the primary reason for the Closing not occurring on or before such date;

7.2.4 By GNC if (i) there has been a breach by Hayao or Hayao Parent of any of its representations, warranties or covenants contained in this Agreement, such that any of the conditions set forth in Section  4.2.1 or Section  4.2.2 would not be satisfied while such breach is continuing, (ii) GNC or the HK Company shall have delivered to Hayao Parent written notice of such breach and (iii) such breach is not capable of cure in a manner sufficient to allow satisfaction of the conditions in Sections 4.2.1 and 4.2.2 prior to the Outside Date or at least thirty (30) days shall have elapsed since the date of delivery of such written notice to Hayao Parent and such breach shall not have been cured in all material respects; provided , however , that GNC shall not be permitted to terminate this Agreement pursuant to this Section 7.2.4 if there has been any material breach by GNC or the HK Company of their respective representations, warranties or covenants contained in this Agreement, and such breach shall not have been cured in all material respects; or

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7.2.5 By Hayao Parent if (i) there has been a breach by GNC, the WFOE or the HK Company of any of their respective representations, warranties or covenants contained in this Agreement, such that any of the conditions set forth in Section  4.1.1 or Section  4.1.2 would not be satisfied while such breach is continuing, (ii) Hayao Parent shall have delivered to GNC or the HK Company written notice of such breach and (iii) such breach is not capable of cure in a manner sufficient to allow satisfaction of the conditions in Sections 4.1.1 and 4.1.2 prior to the Outside Date or at least thirty (30) days shall have elapsed since the date of delivery of such written notice to GNC, the WFOE or the HK Company and such breach shall not have been cured in all material respects; provided , however , that Hayao Parent shall not be permitted to terminate this Agreement pursuant to this Section  7.2.5 if there has been any material breach by Hayao or Hayao Parent of its representations, warranties or covenants contained in this Agreement, and such breach shall not have been cured in all material respects.

7.3 Effect of Termination . Upon termination, this Agreement will cease to have effect with respect to any Party, provided that following termination the Parties shall continue to be bound by the provisions of Article V (Confidentiality and Restriction on Announcements), this Article VII , Article VIII (Indemnification), Article IX (Notices), Section 10.2 (Expenses), and Article XI (Governing Law and Arbitration). The termination of this Agreement shall not release any Party from liabilities arising in respect of any wilful and material breaches hereunder by such Party prior to such termination.

7.4 Survival . The representations and warranties made by each Party hereto in this Agreement shall survive the Closing for a period of twelve (12) months following the Closing Date, except the representations and warranties contained in Sections 3.1.1 and 3.1.2 and Sections 3.2.1 , 3.2.2 , 3.2.4 and 3.2.7 shall survive the Closing until the expiration of the applicable statute of limitations (“ Survival Expiration Date ”). None of the covenants or other agreements contained in this Agreement shall survive the Closing Date other than those which by their terms contemplate performance after the Closing Date, and each such surviving covenant and agreement shall survive the Closing for the period contemplated by its terms.

Article VIII

INDEMNIFICATION

8.1 Indemnification by GNC . GNC agrees to indemnify, defend and hold harmless Hayao, Hayao’s Affiliates and their respective Representatives (each, a “ Hayao Indemnified Party ”) from and against any and all Losses incurred by the Hayao Indemnified Parties resulting from, arising out of or relating to, directly or indirectly:

8.1.1 Any breach of, or inaccuracy in, any representation or warranty made by GNC, the WFOE or the HK Company in this Agreement or any certificate delivered by or on behalf of any Group Company or GNC pursuant to this Agreement; or

8.1.2 Any breach or violation of any covenant or agreement of any the HK Company or GNC in this Agreement.

8.2 Indemnification by Hayao . Hayao Parent agrees to indemnify, defend and hold harmless GNC, GNC’s Affiliates and their respective Representatives (each, a “ GNC Indemnified Party ”) from and against any and all Losses incurred by the GNC Indemnified Parties resulting from or arising out of or relating to, directly or indirectly:

8.2.1 Any breach of, or inaccuracy in, any representation or warranty made by Hayao or Hayao Parent in this Agreement or any certificate delivered by or on behalf of Hayao or Hayao Parent pursuant to this Agreement; or

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8.2.2 Any breach or violation of any covenant or agreement of Hayao or Hayao Parent in this Agreement.

8.3 Liability Cap . The aggregate amount of all Losses for which GNC shall be liable pursuant to Section 8.1.1 shall not exceed US$1,500,000.

8.4 Claims Basket . The Hayao Indemnified Parties shall not be entitled to indemnification pursuant to Section  8.1 with respect to any claim for indemnification unless and until the amount of Losses incurred by the Hayao Indemnified Parties that are the subject of such claim exceeds US$50,000 (the “ Per-Claim Basket ”), and the Hayao Indemnified Parties shall only be entitled to indemnification pursuant to Section  8.1 to the extent the aggregate amount of all Losses incurred by the Hayao Indemnified Parties for which the Hayao Indemnified Parties are entitled to indemnification pursuant to Section  8.1 (excluding amounts below the applicable Per-Claim Basket) exceeds US$1,000,000 in the aggregate (the “ Basket Amount ”), and the Hayao Indemnified Parties shall only be entitled to indemnification for such Losses to the extent such Losses exceed the Per-Claim Basket and the Basket Amount. Other than with respect to any claim for breach by Hayao or Hayao Parent of any of its representations, warranties or covenants set forth in Article III , the GNC Indemnified Parties shall not be entitled to indemnification pursuant to Section  8.2 with respect to any claim for indemnification unless and until the amount of Losses incurred by the GNC Indemnified Parties that are the subject of such claim exceeds the Per-Claim Basket, and the GNC Indemnified Parties shall only be entitled to indemnification pursuant to Section  8.2 to the extent the aggregate amount of all Losses incurred by the GNC Indemnified Parties for which the GNC Indemnified Parties are entitled to indemnification pursuant to Section  8.2 (excluding amounts below the applicable Per-Claim Basket) exceeds the Basket Amount, and the GNC Indemnified Parties shall only be entitled to indemnification for such Losses to the extent such Losses exceed the Per-Claim Basket and the Basket Amount.

8.5 Consequential, Punitive and Certain Other Damages . Neither the Hayao Indemnified Parties or the GNC Indemnified Parties shall be entitled to indemnification for any (i) special, punitive or exemplary damages, (ii) any loss of enterprise value, diminution in value of any business, damage to reputation or loss of goodwill, (iii) any lost profits, consequential, indirect or incidental damages, or (iv) any damages calculated based on a multiple of profits, revenue or any other financial metric.

8.6 Indemnification Procedures.

8.6.1 If any Action is commenced or threatened that may give rise to a claim for indemnification (an “ Indemnification Claim ”) by an Indemnified Party, then such Indemnified Party shall promptly (i) notify the Indemnitor and (ii) deliver to the Indemnitor a written notice (A) describing in reasonable detail the nature of the Action, (B) including a copy of all papers served with respect to such Action, (C) including the Indemnified Party’s best estimate of the amount of Losses that may arise from such Action, and (D) describing in reasonable detail the basis for the Indemnified Party’s request for indemnification under this Agreement. Failure to notify the Indemnitor in accordance with this Section  8.6.1 will not relieve the Indemnitor of any Liability that it may have to the Indemnified Party, except to the extent (1) the defense of such Action is prejudiced by the Indemnified Party’s failure to give such notice or (2) the Indemnified Party fails to notify the Indemnitor of such Indemnification Claim in accordance with this Section  8.6.1 prior to the Survival Expiration Date.

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8.6.2 An Indemnitor may elect at any time to assume and thereafter conduct the defense of any Action subject to any such Indemnification Claim with counsel of the Indemnitor’s choice and to settle or compromise any such Action, and each Indemnified Party shall use commercially reasonable efforts to cooperate with the conduct of such defense by the Indemnitor (including the making of any related claims, counterclaim or cross complaint against any Person in connection with the Action) and the settlement of such Action by the Indemnitor; provided , however , that (i) the Indemnified Party has not been advised by outside counsel that an actual conflict exists between the Indemnified Party and the Indemnitor in connection with the defense of such Indemnification Claim; (ii) such Indemnification Claim does not relate to or otherwise arise in connection with any criminal or regulatory enforcement Action; and (iii) the Indemnitor shall not approve of the entry of any judgment or enter into any settlement or compromise with respect to such Action without the Indemnified Party’s prior written approval (which must not be unreasonably withheld or delayed), unless the terms of such settlement provide for a complete release of the claims that are the subject of such Action in favour of the Indemnified Party. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within sixty (60) days after such notice is given, (i) give notice to the Indemnified Party of its election to assume the defense of the Action or Actions subject to such Indemnification Claim and (ii) thereafter promptly assume such defense, then the Indemnified Party may conduct the defense of such Action; provided , however , that (A) the Indemnified Party will not agree to the entry of any judgment or enter into any settlement or compromise with respect to such Action or Actions without the prior written consent of the Indemnitor (which consent shall not be unreasonably withheld) and (B) if at any time the Indemnitor acknowledges in writing that such Action is a Loss subject to this Article VIII , the Indemnitor may thereafter assume the defense of such Action.

8.6.3 If any Indemnified Party becomes aware of any circumstances that may give rise to an Indemnification Claim for any matter not involving an Action, then such Indemnified Party shall promptly (i) notify the Indemnitor and (ii) deliver to the Indemnitor a written notice (A) describing in reasonable detail the nature of the circumstances giving rise to the Indemnification Claim, (B) including the Indemnified Party’s best estimate of the amount of Losses that may arise from such circumstances, and (C) describing in reasonable detail the basis for the Indemnified Party’s request for indemnification under this Agreement. Failure to notify the Indemnitor in accordance with this Section  8.6.3 will not relieve the Indemnitor of any Liability that it may have to the Indemnified Party, except to the extent (1) the defense of such Indemnification Claim is prejudiced by the Indemnified Party’s failure to give such notice or (2) the Indemnified Party fails to notify the Indemnitor of such Indemnification Claim in accordance with this Section  8.6.3 prior to the Survival Expiration Date.

8.6.4 At the reasonable request of the Indemnitor, each Indemnified Party shall grant the Indemnitor and its Representatives all reasonable access to the books, records, employees and properties of such Indemnified Party to the extent reasonably related to the matters to which the applicable Indemnification Claim relates. All such access shall be granted during normal business hours upon reasonably prior written notice and shall be granted under the conditions which shall not unreasonably interfere with the business and operations of such Indemnified Party.

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8.7 No Duplicate Claims . In the event a Hayao Indemnified Party or GNC Indemnified Party, as the case may be, recovers Losses in respect of an Indemnification Claim under this Article VIII , no other Hayao Indemnified Party or GNC Indemnified Party, as applicable, may recover the same Losses in respect of a claim for indemnification under this Agreement.

8.8 Knowledge of Breach . No Party may make a claim for indemnification for breach of any representation, warranty, covenant or agreement to the extent that such Party had Knowledge of such breach at or prior to Closing.

8.9 Mitigation of Losses . Each Hayao Indemnified Party or GNC Indemnified Party shall use its reasonable best efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article VIII . The indemnifying party shall have the right, but not the obligation, and shall be afforded the opportunity by the Hayao Indemnified Party or the GNC Indemnified Party to the extent reasonably possible, to take all available steps to minimize Losses for which the Hayao Indemnified Party or GNC Indemnified Party is entitled to indemnification before such Losses actually are incurred by such party.

8.10 Losses Net of Insurance Proceeds, Tax Benefits and Other Third-Party Recoveries . All Losses for which any Indemnified Party would otherwise be entitled to indemnification under this Article VIII shall be reduced by the amount of insurance proceeds, Tax benefits, indemnification payments and other third-party recoveries to which any Indemnified Party is entitled in respect of any Losses incurred by such Indemnified Party. In the event any Indemnified Party is entitled to any insurance proceeds, Tax benefits, indemnity payments or any third-party recoveries in respect of any Losses for which such Indemnified Party is entitled to indemnification pursuant to this Article VIII , such Indemnified Party shall use commercially reasonable efforts to obtain, receive or realize such proceeds, benefits, payments or recoveries. In the event that any such insurance proceeds, Tax benefits, indemnity payments or other third-party recoveries are realized by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, Tax benefits, indemnity payments or other third-party recoveries relate, appropriate refunds shall be made promptly by the relevant Indemnified Parties of all or the relevant portion of such indemnification payment. Any Tax benefit calculations under this Section  8.10 shall be determined using the highest combined marginal corporate income Tax rate in effect in the relevant jurisdictions for the applicable period.

8.11 Indemnification Sole and Exclusive Remedy . Except with respect to claims of actual fraud and claims for specific performance of covenants, following the Closing, indemnification pursuant to this Article VIII shall be the sole and exclusive remedy of the Parties and any parties claiming by or through any party (including the Indemnified Parties) related to or arising from any breach of any representation, warranty, covenant or agreement contained in, or otherwise pursuant to, this Agreement and none of the Parties hereto shall have any other rights or remedies in connection with any breach of this Agreement or any other Liability arising out of the negotiation, entry into or consummation of the transactions contemplated by this Agreement, whether based on contract, tort, strict liability, other Laws or otherwise. All representations and warranties set forth in this Agreement are contractual in nature only and subject to the sole and exclusive remedies set forth in this Article VIII . Furthermore, the Parties acknowledge and agree that, except in the case of actual fraud:

8.11.1 The Parties have voluntarily agreed to define their rights, Liabilities and obligations respecting the transactions contemplated by this Agreement exclusively in contract pursuant to the express terms and provisions of this Agreement and hereby waive any statutory and common law remedies, with respect to matters relating to the transactions contemplated by this Agreement;

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8.11.2 The sole and exclusive remedies for any breach of the terms and provisions of this Agreement (including any representations and warranties set forth herein, made in connection herewith or as an inducement to enter into this Agreement) or any Action otherwise arising out of or related to the transactions contemplated by this Agreement shall be those remedies available at law or in equity for breach of contract only (as such contractual remedies have been further limited or excluded pursuant to the express terms of this Agreement);

8.11.3 The provisions of and the limited remedies provided in this Article VIII were specifically bargained for among the Parties and were taken into account by the Parties in arriving at the Subscription Price and the Purchase Price;

8.11.4 After the Closing, no Party or its Affiliates may seek the rescission of the transactions contemplated by this Agreement; and

8.11.5 The Parties each hereby acknowledge that this Agreement embodies the justifiable expectations of sophisticated parties derived from arm’s-length negotiations, and the Parties specifically acknowledge that no Party has any special relationship with another Party that would justify any expectation beyond that of ordinary parties in an arm’s-length transaction.

Article IX

NOTICES

9.1 Notices . Each notice, demand or other communication given or made under this Agreement shall be in writing in English and delivered or sent to the relevant Party and with a copy to the HK Company at its address, fax number or electronic mail address set out below (or such other address, fax number or electronic mail address as the addressee has by five (5) days’ prior written notice specified to the other Parties). Any notice, demand or other communication so addressed to the relevant Party shall be deemed to have been delivered, (a) if delivered in person or by messenger, when proof of delivery is obtained by the delivering Party; (b) if sent by post within the same country, on the third day following posting, and if sent by post to another country, on the seventh day following posting; (c) if given or made by fax, upon dispatch and the receipt of a transmission report confirming dispatch; and (d) if given or made by email, upon dispatch, provided that the delivering Party does not receive a transmission report indicating such email was not successfully transmitted.

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9.2 Addresses; Fax Numbers; Email Address . The initial address, facsimile and email address for each Party for the purposes of this Agreement are:

The HK Company or the WFOE after Closing:

GNC and Hayao Parent at the addresses provided above.

With copies to (for information purposes only):

Latham & Watkins LLP and Ropes & Gray LLP at the addresses provided above.

Article X

MISCELLANEOUS

10.1 Definitions; Interpretation.

10.1.1 Certain Definitions . Capitalized terms used but not defined in the main body of this Agreement shall have the meanings assigned to them in Appendix B .

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10.1.2 Treatment of Ambiguities . The Parties acknowledge that each Party has participated in the drafting of this Agreement, and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.

10.1.3 References; Construction . Unless otherwise indicated herein, with respect to any reference made in this Agreement to a Section (or Article, Subsection, Paragraph, Subparagraph or Clause), Appendix, Exhibit or Schedule, such reference shall be to a Section (or article, subsection, paragraph, subparagraph or clause) of, or an appendix, exhibit or schedule to, this Agreement. The table of contents and any article, Section, subsection, paragraph or subparagraph headings contained in this Agreement and the recitals at the beginning of this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Any reference made in this Agreement to a statute or statutory provision shall mean such statute or statutory provision as it has been amended through the date as of which the particular portion of the Agreement is to take effect, or to any successor statute or statutory provision relating to the same subject as the statutory provision so referred to in this Agreement, and to any then applicable rules or regulations promulgated thereunder. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed, unless the context clearly indicates to be contrary, to be followed by the words “but (is/are) not limited to.” The words “herein,” “hereof,” “hereunder” and words of like import shall refer to this Agreement as a whole (including its Appendices, Exhibits and Schedules), unless the context clearly indicates to the contrary (for example, that a particular Section, schedule or exhibit is the intended reference). Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context indicates is appropriate. Where specific language is used to clarify or illustrate by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict the construction of the general statement which is being clarified or illustrated.

10.2 Expenses . Except as otherwise noted herein, each Party shall bear the expenses incurred by it in connection with the negotiation and execution of this Agreement and the performance of its obligations hereunder.

10.3 Assignment . Without the prior written consent of the other Parties, no Party shall assign, or suffer or permit an assignment (by operation of Law or otherwise) of, its rights or obligations under or interest in this Agreement.

10.4 Amendment . This Agreement may not be amended, modified or supplemented except by a written instrument executed by each Party hereto.

10.5 Waiver . No waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the Party waiving such provision. No failure or delay by a Party in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of the same preclude any further exercise thereof or the exercise of any other right, power or remedy. Without limiting the foregoing, no waiver by a Party of any breach by any other Party of any provision hereof shall be deemed to be a waiver of any subsequent breach of that or any other provision hereof.

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10.6 Entire Agreement . This Agreement and other Transaction Documents constitutes the entire agreement among the Parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written, among the Parties.

10.7 Severability.

10.7.1 Each and every obligation under this Agreement shall be treated as a separate obligation and shall be severally enforceable as such.

10.7.2 If a term of this Agreement is or becomes illegal, invalid or unenforceable in any respect under any jurisdiction, that will not affect (i) the legality, validity or enforceability in that jurisdiction of any other term of this Agreement or (ii) the legality, validity or enforceability in any other jurisdictions of that or any other term of this Agreement.

10.7.3 If a term of this Agreement is or becomes illegal, invalid or unenforceable in any respect under any jurisdiction, it shall be replaced by a mutually acceptable provision, which being valid, legal, enforceable and in compliance with applicable government policy comes closest to the intention of the Parties underlying such illegal, invalid or unenforceable provision.

10.8 Counterparts . This Agreement may be executed in any number of counterparts, and by each Party on separate counterparts. Each counterpart is an original, but all counterparts shall together constitute one and the same instrument. Delivery of a counterpart of this Agreement by e-mail attachment or telecopy shall be an effective mode of delivery.

10.9 Consent to Specific Performance . The Parties declare that it is impossible to measure in money the damages that would be suffered by a Party by reason of the failure by any other Party to perform any of the obligations hereunder, and that irreparable damage would occur in the event that any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise breached. Therefore, if any Party shall institute any Action or proceeding to enforce the provisions hereof, any Party against whom such Action or proceeding is brought hereby waives any claim or defense therein that the other Parties have an adequate remedy at law.

10.10 Language . This Agreement shall be executed in English and such language shall be controlling in any interpretation or Dispute.

10.11 Guaranty . GNC Holdings hereby guarantees the due, prompt and full payment when due of all of the obligations of GNC under this Agreement in accordance with the express terms thereof (such obligations, the “ Guaranteed Obligations ”) and shall have no other obligations hereunder. The Guaranteed Obligations are primary, absolute, unconditional and irrevocable, and such obligations shall continue in full force and effect until the payment of all of the Guaranteed Obligations and are not conditioned upon any event or contingency or upon any attempt first to obtain payment from GNC under this Agreement, or pursuit of any other right or remedy against GNC through the commencement of an Action or otherwise. With respect to its obligations hereunder, GNC Holdings expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, all defenses which may be available by virtue of any valuation, stay, moratorium

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law or other similar applicable Law now or hereafter in effect, any right to require the marshalling of assets of GNC, and all suretyship defenses generally. GNC Holdings acknowledges and agrees that its obligations hereunder shall continue in full force and effect, without notice from any other party in the event the obligations of GNC or GNC Holdings under this Agreement are amended or in any way modified, and that the Guaranteed Obligations shall continue and shall apply in full to such amended obligations of GNC or GNC Holdings as though the amended terms had been part of this Agreement from the original date of execution thereof. GNC Holdings acknowledges and agrees that its obligations hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (a) the failure or delay on the part of Hayao, Hayao Parent or any Hayao Indemnified Party to assert any claim or demand or to enforce any right or remedy against GNC; (b) any change in the time, place or manner of payment or performance of any of the Guaranteed Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of this Agreement; (c) any change in the corporate existence, structure or ownership of GNC; (d) any insolvency, bankruptcy, reorganization or other similar proceeding affecting GNC; (e) the existence of any claim, set-off or other right which GNC Holdings may have at any time against GNC, whether in connection with the Guaranteed Obligations or otherwise; or (f) the adequacy of any means the Hayao, Hayao Parent or other Hayao Indemnified Party may have of obtaining payment or performance related to the Guaranteed Obligations. GNC Holdings is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization. GNC Holdings possesses all requisite power and authority necessary to enter into this Agreement and the other agreements, documents or certificates contemplated hereby to which GNC Holdings is or will be a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by GNC Holdings, and (assuming due authorization, execution, and delivery by each other party hereto (other than GNC)) this Agreement constitutes a legal, valid, and binding obligation of GNC Holdings enforceable against GNC Holdings in accordance with its terms, subject to enforceability, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights. When each agreement, document or certificate contemplated hereby to which GNC Holdings is or will be a party has been duly executed and delivered by GNC Holdings, such agreement, document or certificate will (assuming due authorization, execution, and delivery by each other party thereto (other than GNC)) constitute a legal and binding obligation of GNC Holdings enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and by general principles of equity. Notwithstanding anything in this Section to the contrary, nothing in this Section shall be deemed to amend or otherwise modify any of the rights or obligations of GNC under this Agreement and, in performing the Guaranteed Obligations, GNC Holdings shall be entitled to rely on the rights of GNC under this Agreement or arising out of any breach of this Agreement or fraud by Hayao or Hayao Parent.

10.12 Joint Venture Condition . Hayao Parent and GNC hereby agree that the execution and continuing effectiveness of this Agreement satisfies the condition to the closing of the Closing Issuance (as defined in the Securities Purchase Agreement) set forth in Section  6.1(d) of the Securities Purchase Agreement.

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Article XI

GOVERNING LAW AND ARBITRATION

11.1 Governing Law . This agreement shall be governed by, and construed in accordance with, the Laws of Hong Kong without regard to the principles of conflicts of Law of any jurisdiction.

11.2 Arbitration . Any dispute, controversy or claim (each, a “ Dispute ”) arising out of or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, shall be referred to arbitration upon the demand of either party to the Dispute with notice (the “ Arbitration Notice ”) to the other(s). The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “ HKIAC ”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “ HKIAC Rules ”) in force when the Arbitration Notice is submitted in accordance with the HKIAC Rules. There shall be three (3) arbitrators. The parties to the Dispute will each nominate an arbitrator and the third, who will be the presiding arbitrator, will be nominated by the two party-nominated arbitrators within thirty (30) days of the last of their nominations. If there is more than one claimant party or more than one respondent party, then the claimant parties together and the respondent parties together will each nominate one arbitrator. If the multiple claimants, the multiple respondents or the party-nominated arbitrators fail to nominate an arbitrator, the relevant arbitrator(s) will instead be selected and appointed by the chairman of HKIAC who will designate one of them as the presiding arbitrator. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section, including the provisions concerning the appointment of the arbitrators, the provisions of this Section shall prevail. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. The arbitral tribunal shall decide any Dispute submitted by the parties to the arbitration strictly in accordance with the substantive Laws of Hong Kong, without regard to principles of conflict of Laws thereunder, and shall not apply any other substantive Law. No twithstanding the above, and in addition to any resource to arbitration as set out above, any party to the Dispute shall be entitled to seek injunctive relief, if possible, from any court or authority of competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of Hong Kong, a court or authority hearing an application for injunctive relief may apply the Law of the jurisdiction where the court or authority is located in determining whether to grant the injunction.

11.3 Costs . Except where the arbitration tribunal decides otherwise, the arbitration costs, legal fees and fees of other professional advisers shall be borne by the losing Party.

11.4 Non-Immunity . In any legal proceeding to enforce any award resulting from an arbitration proceeding and in any legal Action between the Parties pursuant to or relating to this Agreement or any of the transactions contemplated hereby, each Party expressly waives the defense of sovereign immunity and any other defense or exemption from suit, judgment or execution based on the fact or allegation that it is a party, agency or instrumentality of or representing a government. The Parties further irrevocably waive any claim to immunity from service of process, immunity from jurisdiction of any court, and immunity of any of its property from execution. Any arbitration award shall be enforceable by any court or courts having jurisdiction over the Party against which the award has been rendered, or over the assets of the Party against which such award has been rendered, wherever such assets may be located.

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IN WITNESS WHEREOF this Agreement has been executed on the day and year first above written.

APPENDIX B

DEFINITIONS

In this Agreement, unless the context otherwise requires the following words and expressions have the following meanings:

“ Action ” means any claim, cause of action, suit, litigation, arbitration, opposition, hearing, complaint, demand or other legal proceeding by or before any Governmental Entity.

“ AMR ” means the State Administration for Market Regulation of the PRC and its local counterparts.

“ Affiliate ” (and, with correlative meaning, “ Affiliated ”) means, with respect to a Person, any other Person other than a natural person that directly or indirectly Controls, is Controlled by or is under common Control with such Person.

“ Agreement ” has the meaning set forth in the Preamble.

“ Amended Articles ” means the amended Memorandum of Association and Articles of Association of the HK Company to be effective upon Closing.

“ Arbitration Notice ” has the meaning set forth in Section  11.2 .

“ Audited Financial Statements ” has the meaning set forth in Section  3.2.9 .

“ Bankruptcy Remote Actions ” has the meaning set forth in Section  5.9 .

“ Bankruptcy Remote Entities ” has the meaning set forth in Section  5.9 .

“ Basket Amount ” has the meaning set forth in Section  8.4 .

“ Business ” means the businesses conducted by the Group Companies as of the date hereof.

“ Business Day ” means any day other than a Saturday, Sunday, public holiday or other day on which commercial banks are required or authorized by Law to be closed in Hong Kong, Beijing or New York.

“ Closing ” has the meaning set forth in Section  2.4 .

“ Closing Date ” has the meaning set forth in Section  2.4 .

“ Company ” has the meaning set forth in the Preamble.

“ Company Material Adverse Effect ” means any change, event, occurrence or development (an “ Effect ”) that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the business, condition (financial or otherwise) or results of operations of the Group Companies, taken as a whole; provided , however , that adverse Effects arising out of, resulting from or attributable to the following shall not constitute or be deemed to contribute to a Company Material Adverse Effect, and shall not otherwise be taken into account in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur, except that Effects with respect to clauses (b) and (c) of the below shall be so considered to the extent such Effect materially disproportionately

impacts the Group Companies relative to other companies operating in the same industry: (a) material changes or proposed changes in applicable Law, GAAP or the interpretation or enforcement thereof, (b) material changes in general economic, business, labor or regulatory conditions, or changes in securities, credit or other financial markets, including interest rates or exchange rates, in the PRC or Hong Kong, in which the Group Companies operate in the PRC or Hong Kong, (c) changes in the PRC or Hong Kong political conditions (including the outbreak or escalation of war (whether or not declared), military action, sabotage or acts of terrorism), changes due to natural disasters or changes in the weather or changes due to the outbreak or worsening of an epidemic, pandemic or other health crisis, (d) actions or omissions taken or not taken at the request of, or with the consent of, Hayao, Hayao Parent or any of their respective Affiliates, (e) actions or omissions taken or not taken, whether permitted or required, in furtherance of the closing of the Securities Purchase Agreement and the transactions contemplated thereby, or (f) any failure by the HK Company or any of its Subsidiaries to meet any revenue, earnings or other financial projections or forecasts, provided that the underlying cause of such failure (unless such underlying cause would otherwise be excluded from this definition) shall be taken into account in determining whether a Company Material Adverse Effect has occurred. .

“ Compensation ” means, with respect to any Person, all salaries, compensation, remuneration, bonuses or benefits of any kind or character whatsoever (including issuances or grants of Equity Interests), made directly or indirectly by a Group Company to or for the benefit of such Person or any family member of such Person.

“ Confidential Information ” has the meaning set forth in Section  6.1 .

“ Contract ” means, with respect to any Person, any of the agreements, arrangements, contracts, leases (whether for real or personal property), powers of attorney, notes, bonds, mortgages, indentures, deeds of trust, loans, evidences of Debt, letters of credit, settlement agreements, franchise agreements, undertakings, covenants not to compete, employment agreements, licenses, purchase and sale orders and other legally binding commitments, whether written or oral, to which such Person is a party or to which any of the properties or assets of such Person is subject.

“ Control ” (including its correlative meanings, “ Controlling ,” “ Controlled ” and “ Controlled by ”) means possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise) of a Person.

“ Debt ” means, with respect to any Person, and without duplication, the aggregate of the following: (a) the outstanding principal amount of any indebtedness for borrowed money, (b) all other obligations evidenced by notes, bonds, debentures or other similar instruments of indebtedness, (c) all obligations issued or assumed as the deferred purchase price of property or services with respect to which any Person is liable, contingent or otherwise (excluding trade payables arising in the ordinary course of business), (d) all capitalized lease obligations that are classified as a balance sheet Liability in accordance with GAAP, (e) all letters of credit and bankers’ acceptances, (f) all obligations due and payable under any interest rate swap agreements or interest rate hedge agreements and similar agreements to which any such Person is a party, and (g) Guarantees of the obligations described in clauses (a) through (f) above.

“ Director ” means a director of the HK Company or the PRC JV, as applicable.

“ Disclosing Party ” has the meaning set forth in Section  6.1 .

“ Disclosure Schedules ” has the meaning set forth in Section  3.2 .

“ Dispute ” has the meaning set forth in Section  11.2 .

“ Employee Plan ” has the meaning set forth in Section  3.2.20(a) .

“ Encumbrance ” means, which respect to any property, Equity Interest or asset, any claim, mortgage, charge, pledge, lien, hypothecation, security interest, title retention, right of way, easement, encroachment, condition or restriction governing the use, construction, voting, transfer, receipt of income or exercise of any other attribute or ownership, right of first refusal, right of first offer, restriction on transfer, covenant or option in respect of such property, Equity Interest or asset.

“ Environmental Laws ” means any and all applicable foreign, U.S. federal, state or local laws, statutes, ordinances, rules or regulations relating to Hazardous Materials or the protection of the environment, as in effect on and as interpreted as of the date hereof.

“ Equity Interest ” means any share, capital stock, partnership, limited liability company, member or similar equity interest in any Person, and any option, warrant, right or security (including debt securities) convertible, exchangeable or exercisable into or for any such share, capital stock, partnership, limited liability company, member or similar equity interest.

“ FCPA ” has the meaning set forth in Section  3.2.17 .

“ Filing Authority ” means the Ministry of Commerce of the PRC and its local counterparts.

“ Financial Statements ” has the meaning set forth in Section  3.2.9 .

“ GAAP ” means generally accepted accounting principles in the US as in effect from time to time.

“ GNC ” has the meaning set forth in the Preamble.

“ GNC Holdings ” has the meaning set forth in the Preamble.

“ GNC Indemnified Party ” has the meaning set forth in Section  8.2 .

“ GNC Intermediate ” has the meaning set forth in Section  5.9 .

“ GNC IP ” has the meaning set forth in Section  5.9 .

“ GNC PRC Partner ” has the meaning set forth in the Recitals.

“ GNC SEC Documents ” means all reports, schedules, forms, statements, registration statements, prospectuses and other documents required to be filed or furnished by GNC Holdings, Inc. with the United States Securities and Exchange Commission since January 1, 2016 and as of the date hereof.

“ GNC Share Issuance ” means the Initial Issuance, the First Subsequent Issuance and the Second Subsequent Issuance (each as defined in the Securities Purchase Agreement), after which GNC Holdings will have issued an aggregate of 299,950 shares of the Series A convertible preferred stock of GNC Holdings to Hayao Parent pursuant to the Securities Purchase Agreement.

“ Governmental Entity” means any national, state or local government, or political subdivision thereof, or any multinational organization or authority, or any other authority, agency or commission entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power, any court or tribunal (or any political subdivision thereof), or any arbitrator or arbitral body or mediator.

“ Group Company ” means, with respect to the time period prior to the Reorganization, GNC and its Subsidiaries, and with respect to the time period after the Reorganization, any of the HK Company, the PRC JV and their respective Subsidiaries.

“ Guarantee ” means, with respect to any Person, any guarantee of the payment or performance of, or any contingent obligation in respect of, any Debt or other Liability of any other Person.

“ Guaranteed Obligations ” has the meaning set forth in Section  10.11 .

“ Hayao ” has the meaning set forth in the Preamble.

“ Hayao Indemnified Party ” has the meaning set forth in Section  8.1 .

“ Hayao Parent ” has the meaning set forth in the Preamble.

“ Hazardous Materials ” means any substance, material or waste that is listed, classified or regulated by a Governmental Entity as a “toxic substance”, “hazardous substance” or “hazardous material” or words of similar meaning or effect.

“ HKIAC ” has the meaning set forth in Section  11.2 .

“ HKIAC Rules ” has the meaning set forth in Section  11.2 .

“ HK Board ” means the board of directors of the HK Company.

“ HK Business ” means the portion of the Business conducted through and as a result of promoting, marketing, selling and distributing Imported Products in the PRC through cross border e-commerce, meaning all products are shipped directly to consumers in the PRC via free trade zones or from overseas.

“ HK Company ” has the meaning set forth in the Preamble.

“ HK$ ” means Hong Kong Dollars, the lawful currency of Hong Kong.

“ HK Secretary ” means the Person appointed to perform any or all of the duties of secretary of the HK Company and includes any deputy or assistant secretary and any Person appointed by the Board to perform any of the duties of the HK Secretary.

“ HK Share Subscription ” has the meaning set forth in Section  2.1 .

“ HK Shareholders Agreement ” has the meaning set forth in the Recitals.

“ HK Subscription Agreement ” has the meaning set forth in the Recitals.

“ HK Subscription Price ” has the meaning set forth in Section  2.3 .

“ HK Subscription Shares ” has the meaning set forth in Section  2.1 .

“ Hong Kong ” means the Hong Kong Special Administrative Region of the PRC.

“ Indemnification Claim ” has the meaning set forth in Section  8.6.1 .

“ Indemnified Party ” or “ Indemnified Parties ” means, collectively, the Hayao Indemnified Parties and the GNC Indemnified Parties.

“ Indemnitor ” means the party required to provide indemnification pursuant to Sections 8.1 and 8.2 .

“ Intellectual Property Rights ” means all intellectual property rights of every kind and nature however denominated, throughout the world, including: (a) patents, copyrights, mask work rights, confidential information, trade secrets, know-how, database rights, and all other proprietary rights; (b) trademarks, trade names, service marks, service names, brands, trade dress and logos therewith; (c) domain names; and (d) any and all registrations and applications relating to any of the foregoing.

“ Interim Financial Statements ” has the meaning set forth in Section  3.2.9 .

“ IP License Agreement ” means the Intellectual Property License Agreement substantially in the agreed form attached hereto as Exhibit D .

“ Knowledge ” means in the case of the Warrantors, the actual knowledge of the fact or other matter at issue of Kevin Nowe, Tricia Tolivar, Kyle Kerrigan and Kennedy Horton, in each case after reasonable due inquiry of such Person’s direct reports, and in the case of all other parties, such party’s directors, officers, employees.

“ Law ” mean any applicable national, provincial, state, municipal, local or foreign laws, statutes, standards, ordinances, codes, rules, decrees, rules, regulations or any Order of any Governmental Entity or any Permit granted under any of the foregoing, or any similar provision having the force or effect of law.

“ Leased Real Property ” has the meaning set forth in Section  3.2.12(b) .

“ Liability ” means, with respect to any Person, any liability or obligation of such Person whether known or unknown, whether asserted or unasserted, whether determined, determinable or otherwise, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, whether directly incurred or consequential, whether due or to become due and whether or not required under GAAP to be accrued on the financial statements of such Person.

“ Losses ” means all costs, losses, Liabilities, damages, claims, demands, proceedings, expenses, penalties and reasonable legal and other professional fees.

“ Material Contract ” has the meaning set forth in Section  3.2.14 .

“ Most Recent Balance Sheet Date ” means September 30, 2018.

“ Order ” means any judgment, order, decision, writ, injunction, decree, ruling, verdict, determination or arbitration award made, issued or entered by any Governmental Entity.

“ Outside Date ” has the meaning set forth in Section  7.2.3 .

“ Parties ” has the meaning set forth in the Preamble.

“ Party ” has the meaning set forth in the Preamble.

“ Per-Claim Basket ” has the meaning set forth in Section  8.4 .

“ Permits ” means, with respect to any Person, any license, franchise, permit, consent, approval, right, privilege, certificate or other similar authorization issued by, or otherwise granted by, any Governmental Entity to which or by which such Person is subject or bound or to which or by which any property, business, operation or right of such Person is subject or bound.

“ Permitted Encumbrances ” means (a) liens for Taxes (i) not yet due or delinquent or subject to penalties or (ii) that are being contested in good faith by appropriate proceedings and (in the case of this clause (ii)) for which appropriate reserves have been made in accordance with GAAP, (b) liens in favour of landlords, lessors, vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, construction or similar liens or Encumbrances arising by operation of Law in the ordinary course of business for amounts not yet delinquent, (c) non-exclusive licenses of Registered Intellectual Property Rights, (d) (i) matters of record, (ii) liens that would be disclosed by a current, accurate survey or physical inspection of Leased Real Property, (iii) applicable building, zoning and land use regulations, and (iv) other minor imperfections or irregularities in title, restrictions, easements, rights of way and other non-monetary liens which, in each of cases (i), (ii), (iii) and (iv) are not violated in any material respect by, and do not materially impair the use (as of the date hereof), operation or occupancy of the Leased Real Property to which they relate and (e) liens described in Schedule 1.1(a) .

“ Person ” means any individual, corporation, partnership, limited partnership, proprietorship, association, limited liability company, firm, trust, estate, organization, Governmental Entity or other enterprise or entity.

“ PRC ” means the People’s Republic of China (but solely for the purpose of this Agreement excluding Hong Kong, Taiwan and the Special Administrative Region of Macau).

“ PRC Asset Price ” has the meaning set forth in Section  1.2.1 .

“ PRC Asset Transfer Agreement ” has the meaning set forth in Section  1.2.1 .

“ PRC Board” means the board of directors of the PRC JV.

“ PRC Business ” means the portion of the Business other than the HK E-Commerce Business, including promoting, marketing, selling and distributing Products through retail and other channels in the PRC (other than any cross-border channels).

“ PRC Business Assets ” has the meaning set forth in Section  1.2.1 .

“ PRC Business Assets and Liabilities ” has the meaning set forth in Section  1.2.1 .

“ PRC Business Liabilities ” has the meaning set forth in Section  1.2.1 .

“ PRC JV ” has the meaning set forth in the Recitals.

“ PRC Share Subscription ” has the meaning set forth in Section  2.2 .

“ PRC Shareholders Agreement ” has the meaning set forth in the Recitals.

“ PRC Subscription Agreement ” has the meaning set forth in the Recitals.

“ PRC Subscription Capital ” has the meaning set forth in Section  2.2 .

“ PRC Subscription Price ” has the meaning set forth in Section  2.3 .

“ Product Supply Agreement ” means the Product Supply Agreement substantially in the agreed form attached hereto as Exhibit E .

“ Receiving Party ” has the meaning set forth in Section  6.1 .

“ Registered Intellectual Property Rights ” has the meaning set forth in Section  3.2.13(a) .

“ Regulatory Approvals ” has the meaning set forth in Section  4.1.9 .

“ Related Party ” means any of GNC, any Affiliate of GNC or any officer or director (or equivalent) of any Group Company, or, to the Warrantors’ Knowledge, any family member of any such Person who is a natural person or any entity in which any such Person or any such family member thereof owns a material interest.

“ Related Party Contracts ” has the mean set forth in Section  3.2.15 .

“ Reorganization ” has the meaning set forth in the Recitals.

“ Representatives ” has the meaning set forth in Section  6.1 .

“ Required Consents ” has the meaning set forth in Section  4.1.10 .

“ RMB ” means Renminbi, the lawful currency of the PRC.

“ Securities Purchase Agreement ” means that certain Securities Purchase Agreement, dated as of February 13, 2018, by and between Harbin Pharmaceutical Group Co., Ltd. (as assignee of Harbin Pharmaceutical Group Holdings Co., Ltd.) and GNC Holdings, as amended pursuant to the Amendment to Securities Purchase Agreement, dated as of November 7, 2018.

“ Services Letter Agreement ” means the Services Letter Agreement substantially in the agreed form attached hereto as Exhibit F .

“ Share Subscriptions ” has the meaning set forth in Section  2.2 .

“ Shareholders Agreement ” has the meaning set forth in the Recitals.

“ Shares ” means all ordinary shares in the share capital of the HK Company that may be authorized and issued from time to time.

“ Social Insurance ” means any form of social insurance required under applicable Laws, including without limitation contributions for pensions, medical insurance, unemployment insurance, work-related injury insurance, pregnancy benefits, and housing accumulation funds.

“ Subscription Price ” has the meaning set forth in Section  2.3 .

“ Subscription Shares ” has the meaning set forth in Section  2.2 .

“ Subsidiary ” of a Person (the “ Subject Person ”) means any other Person other than a natural Person (a) that is directly or indirectly Controlled by the Subject Person or (b) that the Subject Person has the power to generally direct the business and policies of such Person, whether by contract or as a general partner, management member, manager, joint venturer, agent or otherwise.

“ Survival Expiration Date ” has the meaning set forth in Section  7.4 .

“ Tax ” or “ Taxes ” means (a) any and all federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, share capital, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind, or any charge of any kind in the nature of (or similar to) a tax, in each case, imposed by a Governmental Entity, and including any interest, penalty, or addition thereto, whether disputed or not and (b) any Liability for the payment of any amounts of the type described in clause (a) of this definition as a result of being a member of an affiliated, consolidated, combined or unitary group for any period, as a result of any tax sharing or tax allocation agreement, arrangement or understanding, or as a result of being liable for another Person’s taxes as a transferee or successor, by Contract or otherwise.

“ Tax Return ” means any return, declaration, report, claim for refund or information return or statement relating to Taxes filed or required to be filed with any Governmental Entity, including any schedule or attachment thereto, and including any amendment thereof.

“ Third Party Consent ” has the meaning set forth in Section  1.2.3 .

“ Transaction Documents ” means this Agreement, the PRC Subscription Agreement, the PRC Shareholders Agreement, the HK Shareholders Agreement, the Amended Articles, the IP License Agreement, the Services Letter Agreement and the Product Supply Agreement, the documents necessary to effect the Reorganization and the other documents contemplated hereby.

“ Transfer Taxes ” has the meaning set forth in Section  5.8 .

“ US ” or “ United States ” means the United States of America.

“ US$ ” means United States Dollars, the lawful currency of the United States.

“ Warrantors ” has the meaning set forth in Section  3.2 .

“ WFOE ” has the meaning set forth in the Preamble.

APPENDIX C

COMPLETION OBLIGATIONS

DISCLOSURE SCHEDULES

[ See attached ]

EXHIBIT A

AGREED FORM OF PRC SUBSCRIPTION AGREEMENT

Exhibit A – Final Form

SUBSCRIPTION AGREEMENT

____________,

BETWEEN

[GNC Hong Kong Newco] ¹

HARBIN PHARMACEUTICAL GROUP CO., LTD.

AND

[name of PRC JV]

This Subscription Agreement (this “ Agreement ”), dated as of [ ● ] , 2018 is entered into by and among:

[GNC Hong Kong Newco] ² , a company established under the Laws of Hong Kong, having its registered address at [●] (“ GNC ”),

Harbin Pharmaceutical Group Co., Ltd., a company incorporated in the PRC with company number 91230199128175037N, whose registered office is located at No.68, Limin West Fourth Street, Limin Development Zone, Harbin, People’s Republic of China (“ Hayao ”); and

[ PRC JV ], a company established under the Laws of the PRC, having its registered address at [ • ] (“Company”) .

Each a “ Party ” and collectively the “ Parties ”.

BACKGROUND:

IT IS AGREED as follows:

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3

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The consideration to be paid by Hayao in respect of Hayao’s Subscribed Equity (“ Consideration ”) shall be an amount in RMB equivalent to USD 20,000,000. The RMB amount of the Consideration shall be determined by reference to the mean USD-RMB exchange rate announced by the People’s Bank of China on the date of the Master Reorganization and Subscription Agreement. The excess of the Consideration over the increased amount of the registered capital of the Company, namely [ ● ], shall be regarded and booked as the capital reserve of the Company.

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6

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IN WITNESS WHEREOF this Agreement has been executed on the day and year first above written.

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EXHIBIT B

AGREED FORM OF HK SHAREHOLDERS AGREEMENT

Exhibit B – Final Form

SHAREHOLDERS AGREEMENT

(GNC-Harbin HK Ltd.)

related to

[GNC HONG KONG LIMITED]

By and among

GNC HOLDINGS, INC.

GNC CHINA HOLDCO, LLC

HARBIN PHARMACEUTICAL GROUP CO., LTD.

HARBIN PHARMACEUTICAL HONG KONG II LIMITED

and

[GNC HONG KONG LIMITED]

Dated as of [  ●  ]

CONTENTS

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THIS SHAREHOLDERS AGREEMENT (GNC-Harbin HK Ltd.) ( this “ Agreement ” ) is entered into as of [●], by and among:

Each of Party A and Party B is individually referred to as a “ Shareholder ” and collectively as the “ Shareholders ”.

Each of the Company, Party A, Party B, GNC and Hayao is individually referred to as a “ Party ” and collectively as the “ Parties ”.

BACKGROUND:

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IT IS AGREED as follows:

In this Agreement:

“ Affiliate ” means, with respect to a Person, any other Person other than a natural person that, directly or indirectly, Controls, is Controlled by or is under common Control with such Person. For the avoidance of doubt, with respect to Hayao and Party A, the term “Affiliate” shall not include any Person which would have been considered to be Hayao’s and/or Party A’s Affiliate solely due to the common Control of such Person and Hayao and/or Party A, whether directly or indirectly, by a Governmental Entity.

“ Ancillary Agreements ” means, collectively, the Master Agreement, the IP License Agreement, the Product Supply Agreement, the Services Letter Agreement and the PRC Company Agreements.

“ Anti-Corruption Laws ” means any Law relating to anti-bribery or anti-corruption (governmental or commercial) that applies to the business and dealings of any Party or the Group from time to time, including (without limitation) the US Foreign and Corrupt Practices Act 1977, as amended, and the rules and regulations promulgated thereunder (the “ FCPA ”), the PRC Anti-unfair Competition Law and the PRC Criminal Law.

“ Articles ” means the Memorandum and Article of Association of the Company.

“ Blue Hat Applications ” means the applications submitted to the competent regulatory authority of China in charge of health food products in the PRC for Blue Hat Registrations.

“ Blue Hat Registrations ” means all registrations with or market authorizations by the competent regulatory authority of China in charge of health food products in the PRC necessary for the commercial sale of Products that constitute health food products in the PRC.

“ Board ” or “ Board of Directors ” means the board of directors of the Company.

“ Business ” means the following activities:

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“ Business Day ” means any day that is not a Saturday, Sunday, public holiday or other day on which commercial banks are required or authorized by Law to be closed in Hong Kong, Beijing or New York.

“ Business Plan ” means a rolling business plan for the Group and the PRC Group relating to the then current Financial Year and the succeeding three Financial Years prepared and updated by the management of the Company and approved by the Board annually. For the avoidance of doubt, the Business Plan shall be effective only for the then-current Financial Year and shall provide a directional business and strategic framework for the succeeding Financial Years. The Business Plan as of the date hereof is attached hereto as Exhibit A .

“ China ” or “ PRC ” means the People’s Republic of China (but solely for the purposes of this Agreement, excluding Hong Kong, Taiwan and the Special Administrative Region of Macau).

“ Companies Ordinance ” means the Companies Ordinance (Cap. 32) of Hong Kong.

“ Consent ” mean any consent, approval, authorization, waiver, permit, grant, franchise, concession, agreement, license, exemption or order of, registration, certificate, declaration or filing with, or report or notice to, any Person, including any Governmental Entity.

“ Control ” (including its correlative meanings, “ Controlled ” and “ Controlled by ”) means possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise) of a Person.

“ Designated Accounting Firm ” means any of the following accounting firms, whose appointment shall require the approval of the Board: Deloitte, Ernst & Young, KPMG or PricewaterhouseCoopers.

“ HK E-Commerce Business ” means the portion of the Business conducted through and as a result of promoting, marketing, selling and distributing Imported Products in the Territory through cross border e-commerce, meaning all products are shipped directly to consumers in the Territory via free trade zones or from overseas.

“ Financial Year ” means an accounting period in respect of which the Company prepares its accounts in accordance with the relevant provisions of Companies Ordinance.

“ Government Official ” means:

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“ Governmental Entity” means any national, federal, state, county, municipal, local or foreign government, or other political subdivision thereof, any entity exercising executive, legislative, judicial, regulatory, taxing, administrative or prosecutorial functions of or pertaining to government, and any department or agency thereof.

“ Group ” means the Group Companies collectively.

“ Group Company ” means any of the Company and its Subsidiaries.

“ Hong Kong ” means the Hong Kong Special Administrative Region of the PRC.

“ Intellectual Property Rights ” means all intellectual property and proprietary rights including: (i) all patents and patent applications; (ii) Trademarks; (iii) all copyrights and all applications, registrations and renewals in connection therewith; (iv) all trade secrets, and any other intellectual property rights in Know-how; and (v) the right to sue for past, present and future infringement, dilution, misappropriation and other violations of any of the foregoing.

“ IP License Agreement ” means the Intellectual Property License Agreement, by and among GNC Intellectual Property Holdings, LLC and General Nutrition Corporation, each as licensors, and the Company and the PRC Company, each as licensees, dated as of the date hereof.

“ JV Term ” means twenty (20) years starting from the date of this Agreement.

“ Know-how ” means any information and materials, including but not limited to discoveries, inventory, information, regulatory filings, processes, formulae, data, inventions (whether patentable or not), invention disclosures, know-how and trade secrets (whether patentable or not), including without limitation, all information arising from research and development, all chemical, biochemical, and biological, technical and non-technical data, and information relating to the results of tests, assays, method, and processes, and specifications and/or other documents containing information and related data, and any preclinical, clinical, assay control, manufacturing, regulatory and any other data or information.

“ Law ” means any applicable national, provincial, state, municipal and local laws, statutes, ordinances, decrees, rules or regulations of any Governmental Entity or any Order.

“ Licensed Marks ” means the trademarks and service marks of GNC Intellectual Property Holdings, LLC set forth on Schedule I of the IP License Agreement.

“ New Securities ” means any equity securities of the Company (which for this purpose shall include securities exercisable for, convertible into or exchangeable for equity securities of the Company, any equity or profit participation rights, or any rights, options, or warrants to purchase any of the foregoing issued by the Company subsequent to the date hereof), provided , however , that the term “New Securities” shall not include any of the following: (i) issuances of equity securities to employees, consultants and members of the Board (or similar governing bodies) of the Company or its Subsidiaries in connection with the performance of services in such capacities and made pursuant to any plan adopted by the Board; (ii) the issuance of equity securities in any offering by the Company of its Shares to the public pursuant to applicable Law; (iii) the issuance of equity securities issued for non-cash consideration pursuant to a merger, consolidation, acquisition, joint venture, strategic partnership, or similar business combination approved by the Board which are dilutive to all then existing Shareholders on a pro rata basis; and (iv) the pro rata issuance of equity securities in connection with any stock split, stock dividend, in-kind equity distributions or other similar recapitalization.

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“ Order ” means any judgment, order, decision, writ, injunction, decree, ruling, verdict, determination or arbitration award made, issued or entered by any Governmental Entity.

“ Overall Percentage Interest ” means, with respect to any Person, the total number of Shares held by such Person, divided by the total number of Shares then outstanding, expressed as a percentage.

“ Person ” means any individual, corporation, partnership, limited partnership, proprietorship, association, limited liability company, firm, trust, estate or other enterprise or entity.

“ PRC Business ” means the portion of the Business other than the HK E-Commerce Business, including promoting, marketing, selling and distributing Products through retail and other channels in the PRC (other than any cross-border channels).

“PRC Company Agreements ” means (i) the Subscription Agreement, dated as of the date hereof, by and among Party A, Party B and the PRC Company, (ii) the PRC Joint Venture Contract and (iii) the Asset Transfer Agreement, dated as of [●], by and among the PRC Company and the WFOE.

“ PRC GAAP ” means the generally accepted accounting principles in the PRC.

“ PRC Group ” means the PRC Group Companies collectively.

“ PRC Group Company ” means any of the PRC Company and its Subsidiaries.

“ PRC Joint Venture Contract ” means the Joint Venture Contract, dated as of the date hereof, by and among Party A, Party B and the PRC Company.

“ Product Supply Agreement ” means the Product Supply Agreement by and between [●], as supplier, and the Company and the PRC Company, each as purchasers, dated as of the date hereof.

“ Products ” means vitamins, herbs, minerals, supplements, diet, health, and sports nutrition products, health and nutrition products made from plant, fungi, or animal byproducts or derivatives, traditional Chinese medicine, any other products of the type that GNC offers for sale under a GNC branded channel of distribution (now or in the future) that GNC Intellectual Property Holdings, LLC has the right to provide to the Company and the PRC Company, and any New Products (as defined in the IP License Agreement) approved pursuant to Section 2.06 of the IP License Agreement, in each case, whether in bulk or finished product form.

“ Representative ” means, in respect of any Person, its director, officer, agent, employee or consultant acting for or on behalf of such Person.

“ RMB ” means Renminbi, the lawful currency of the PRC.

“ Sale of GNC ” means any transaction or series of transactions pursuant to which any Person or group of related Persons acquire (i) equity interests in GNC representing a majority of the voting interests in GNC’s Class A common stock or (ii) all or substantially all of GNC’s assets determined on a consolidated basis.

“ Services Letter Agreement ” means the letter agreement, by and between General Nutrition Corporation, an Affiliate of Party A, and Party B, dated as of the date hereof.

“ Share ” means an ordinary share in the share capital of the Company.

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“ Subsidiary ” of a Person (the “ Subject Person ”) means any other Person other than a natural person that is directly or indirectly controlled by the Subject Person.

“ Territory ” means the PRC.

“ Trademarks ” all trademarks, service marks, trade dress, trade names, internet domain names, and other indicia of origin together with all goodwill of the business connected with the use thereof and symbolized thereby, and all applications, registrations, and renewals in connection therewith.

“ Transfer ” means any direct or indirect transfer, giving, assignment, sale, hypothecation, pledge, mortgage, charge or other disposition of, creation or granting of permission to create any encumbrance over, or grant of an option over or any security interest in, all or part of any Share or any interest in any Share, or enter into any agreement, arrangement or understanding in respect of the votes or the right to receive dividends or any other rights attached to any Share, in each case through one or a series of transactions, voluntarily or involuntarily, by operation of law or otherwise.

“ US ” or “ United States ” means the United States of America.

“ US GAAP ” means the generally accepted accounting principles in the United States.

“ WFOE ” means GNC (Shanghai) Trading Co., Ltd. (健安喜（上海）贸易有限公司), a company incorporated in the PRC, with unified social credit code 913100005727431338, whose registered office is located at Unit 1001, 1002 and 1005 of Building No. 10, No. 218 Xizang South Road, Huangpu District, Shanghai, China, a wholly owned Subsidiary of the Company.

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