Gnc Holdings, Inc. Watch

from 10-K 3 pages Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

from 8-K 13 pages Stockholders Agreement by and Among GNC Holdings, Inc., Ares Corporate Opportunities Fund II, L.P. and Ontario Teachers’ Pension Plan Board Dated as of April 6, 2011

from 8-K 24 pages Second Amended and Restated Stockholders Agreement by and Among GNC Holdings, Inc., Ares Corporate Opportunities Fund II, L.P., Ontario Teachers’ Pension Plan Board and the Other Stockholders Party Thereto Dated as of April 6, 2011

from S-1/A 2 pages . Delaware Seal 2007 Corporate GNC Holdings, Inc. Countersigned and Registered: American Stock Transfer & Trust Company, LLC (New York, Ny) Transfer Agent and Registrar By: Authorized Signature Secretary President Fully Paid and Non-Assessable Shares of Class a Common Stock, $0.001 Par Value Per Share, of GNC Holdings, Inc. Transferable on the Books of the Corporation in Person or by Duly Authorized Attorney Upon Surrender of the Certificate Properly Endorsed. This Certificate and the Shares Represented Hereby, Are Issued and Shall Be Held Subject to All of the Provisions of the Certificate of Incorporation, as Amended, and the Bylaws, as Amended, of the Corporation (Copies of Which Are on File With the Corporation and the Transfer Agent), to All of Which Each Holder, by Acceptance Hereof, Assents. This Certificate Is Not Valid Unless Countersigned by the Transfer Agent and Registered by the Registrar. Witness the Facsimile Seal of the Corporation and the Facsimile Signatures of Its Duly Authorized Officers. Dated: This Certifies That Is the Owner of Cusip 36191g 10 7 See Reverse for Certain Definitions and Statements Relating to Rights, Preferences, Privileges and Restrictions, if Any Incorporated Under the Laws of the State of Delaware Class a Common Stock Par Value $0.001 GNC Holdings, Inc. GNC

from S-1/A 12 pages Form of Stockholders Agreement by and Among Gnc Holdings, Inc., Ares Corporate Opportunities Fund II, L.P. and Ontario Teachers’ Pension Plan Board Dated as of , 2011

from S-1/A 22 pages Form of Second Amended and Restated Stockholders Agreement by and Among Gnc Holdings, Inc., Ares Corporate Opportunities Fund II, L.P., Ontario Teachers’ Pension Plan Board and the Other Stockholders Party Thereto Dated as of , 2011