EX-4.1



 





Exhibit 4.1




 





STOCKHOLDERS’ AGREEMENT




BY AND AMONG




GNC PARENT CORPORATION




AND




ITS STOCKHOLDERS




Dated as of November 10, 2006




 





 









 





STOCKHOLDERS’ AGREEMENT




     THIS STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of November 10, 2006, is by
and among GNC Parent Corporation, a Delaware corporation (the “Company”), GNC Investors,
LLC, a Delaware limited liability company (“GNC LLC”), Apollo Investment Fund V, L.P., a
Delaware limited partnership (“Apollo LP”), and each of the other persons (as defined in
Section 1 and whose names are listed on the Schedule of Stockholders maintained by the Secretary of
the Company) other than GNC LLC and Apollo. Each of the parties to this Agreement (other than the
Company), and each person who shall become a party to or agree to be bound by the terms of this
Agreement after the date hereof, is sometimes hereinafter referred to as a “Stockholder.”
All capitalized terms used but not otherwise defined herein shall have the meaning ascribed thereto
in Section 1 hereto.



RECITALS:




     WHEREAS, prior to the date of this Agreement, GNC LLC and the Co-Investor Stockholders
collectively owned all or substantially all of the issued and outstanding shares of the common
stock, par value $0.01 per share, of GNC Corporation (f/k/a General Nutrition Centers Holding
Company), a Delaware corporation (“GNC”);



     WHEREAS, in connection with such ownership, GNC LLC, Apollo LP, and each of the Management
Co-Investors were parties to that certain Stockholders’ Agreement, dated as of December 5, 2003, by
and among GNC and each of its stockholders (the “GNC Stockholders’ Agreement”);



     WHEREAS, the Company was formed on November 1, 2006 for the purpose of holding the common
stock of GNC (the “GNC Shares”);



     WHEREAS, GNC LLC and each of the Management Co-Investors have entered into stock contribution
and subscription agreements with the Company, pursuant to which they have agreed to contribute
their GNC Shares to the Company in exchange for an equal number of shares of Common Stock; and



     WHEREAS, the Stockholders desire to enter into this Agreement setting forth the rights and
obligations with respect to all shares of Common Stock and Preferred Stock (as defined below) owned
and hereafter acquired by them on substantially the same terms as the GNC Stockholders’ Agreement.



     NOW, THEREFORE, in consideration of the mutual promises, representations, warranties,
covenants, and conditions set forth in this Agreement, the parties hereto, intending to be legally
bound, hereby agree as follows:



     1. Certain Definitions. As used in this Agreement, the following terms shall have the
following respective meanings:



          “Affiliate” of a person shall mean any person, controlling, controlled by, or under common
control with such person.




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          “Apollo” means Apollo LP and each of its Affiliates that own shares of Common Stock or
Preferred Stock, which Affiliates shall include GNC LLC only (i) if Apollo Management V, L.P. or
one of its Affiliates is the manager of GNC LLC and (ii) prior to the occurrence of the events
described in Section 10.3 hereof.




          “Apollo Minimum” means at least 3,584,700 shares of Common Stock.




          “Apollo Shares” means shares of Common Stock, directly or beneficially owned by Apollo or any
Permitted Transferee that is an Affiliate of Apollo LP, whether owned on the date hereof or
hereafter acquired.




          “Apollo Transfer Minimum” means at least 7,169,400 shares of Common Stock.




          “Co-Investor Stockholders” shall mean the Management Co-Investors and the Institutional
Co-Investors.




          “Commission” shall mean the Securities and Exchange Commission or any other federal agency at
the time administering the Securities Act.




          “Common Stock” shall mean the shares of Common Stock, par value $.01 per share, of the
Company.




          “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, or any similar
federal statute, and the rules and regulations of the Commission thereunder, all as the same shall
be in effect at the time.




          “Governmental Authority” shall mean any government, court, administrative agency or commission
or other governmental agency, authority or instrumentality, domestic or foreign, of competent
jurisdiction.




          “Institutional Co-Investor” shall mean the Members (as such term is defined therein) of GNC
LLC, other than Apollo LP and its Affiliates.




          “LLC Agreement” means the Limited Liability Company Agreement of GNC LLC, as such may be
amended, modified or supplemented and in effect from time to time.




          “Management Co-Investor” shall mean the persons named in Appendix A as a Management
Co-Investor, including any person that is added to Appendix A after the date hereof
pursuant to the terms of this Agreement in all cases (other than Apollo, any Affiliate of Apollo,
any holder of Apollo Shares and any Institutional Co-Investor).




          “New Securities” shall have the meaning set forth in Section 3.




          “New Securities Notice” shall have the meaning set forth in Section 3.




          “Non-Apollo Members” shall mean the members of GNC LLC that are not Apollo LP or an affiliate
of Apollo LP. For the avoidance of doubt, any limited partner of

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Apollo LP that is a member of GNC LLC shall not constitute “an affiliate of Apollo LP” for
purposes of this definition.




          “Notice of Election” shall have the meaning set forth in Section 3.




          “Permitted Transfer” shall have the meaning set forth in Section 4.4.




          “Permitted Transferee” shall mean any stockholders, partners or members of any Apollo entity
and any Affiliate of any Apollo entity.




          “person” shall mean any individual, firm, corporation, partnership, limited liability company,
trust, joint venture, Governmental Authority or other entity, and shall include any successor (by
merger or otherwise) of such entity.




          “Preemptive Rights Offer” shall have the meaning set forth in Section 3.




          “Preemptive Rights Offeree” shall have the meaning set forth in Section 3.




          “Preferred Stock” shall mean the Company’s Series A preferred stock that is issued and sold at
any time subsequent to this Agreement, as such may be amended, modified or supplemented from time
to time.




          “Qualified IPO” shall mean a sale by the Company of shares of Common Stock in an underwritten
(firm commitment) public offering registered under the Securities Act, with gross proceeds to the
Company of not less than $100 million, resulting in the listing of the Common Stock on a nationally
recognized stock exchange, including, without limitation, the Nasdaq National Market System.




          “Securities Act” shall mean the Securities Act of 1933, as amended, or any similar federal
statute, and the rules and regulations of the Commission thereunder, all as the same shall be in
effect at the time.




          “Stockholders” shall mean each person, other than the Company, who has executed this Agreement
and each person who is required to become a party to this Agreement in the future in accordance
with the terms hereof, including, without limitation, the Stockholders listed on the Schedule of
Stockholders attached hereto as Appendix A and any person that is added to Appendix
A after the date hereof.




          “Transfer” means a sale, assignment, encumbrance, gift, pledge, hypothecation or other
disposition of Common Stock or any interest therein.




     2. Voting. For so long as Apollo owns the Apollo Minimum, each Stockholder hereby
irrevocably appoints Apollo LP (with full power of substitution), upon the execution and delivery
of this Agreement, as such Stockholder’s proxy and attorney-in-fact (in such capacity, a “Proxy
Holder”) to vote and give or withhold consent, with respect to all shares of Common Stock and
Preferred Stock (as applicable) held by such Stockholder at any time, for all matters subject to
the vote of such Stockholder from time to time in such manner as such Proxy Holder shall determine
in its sole and absolute discretion, whether at any meeting (whether annual or



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special and whether or not an adjourned meeting) of the Company or by written consent or
otherwise, giving and granting to the Proxy Holder all powers such Stockholder would possess if
personally present and hereby ratifying and confirming all that said Proxy Holder shall lawfully do
or cause to be done by virtue hereof. The Proxy Holder shall not have any liability to any
Stockholder as a result of any action taken or failure to take action pursuant to the foregoing
proxy except for any action or failure to take action not taken or omitted in good faith or which
involves intentional misconduct or a knowing violation of applicable law. Each Stockholder
represents that any proxies given by such Stockholder prior to becoming a party to this Agreement
are not irrevocable; any such proxies are hereby revoked. Each Stockholder hereby affirms that
this irrevocable proxy is given in consideration for the mutual agreements contained in this
Agreement and that this irrevocable proxy is coupled with an interest and may, under no
circumstances, be revoked. The Company hereby acknowledges receipt of and the validity of the
foregoing irrevocable proxy, and agrees to recognize the Proxy Holder as the sole attorney and
proxy for each such Stockholder at all times prior to the termination date of such irrevocable
proxy as hereinafter provided in this Section 2. Each such Stockholder intends that this
irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of
Section 212 of the Delaware General Corporation Law. The proxy provided by this Section 2 shall
terminate and be deemed revoked on the date that Apollo no longer owns the Apollo Minimum or, if
earlier, as to any shares owned by a Co-Investor Stockholder that are (a) Transferred without
restriction pursuant to Rule 144 promulgated under the Securities Act, (b) are sold pursuant to a
registration statement filed with the Commission or (c) are Transferred in accordance with Section
5 or 6 hereof.



     3. Preemptive Rights. In the event that the Company proposes to issue or sell any New
Securities (as defined below) to Apollo LP or any of its Affiliates (other than GNC LLC), it shall,
no later than ten (10) days prior to the consummation of such transaction, give notice in writing
(the “New Securities Notice”) to each Institutional Co-Investor (each, a “Preemptive
Rights Offeree”) of such proposed issuance of New Securities. The New Securities Notice shall
describe the proposed issuance of New Securities (including the amount and price of such New
Securities), identify the proposed purchaser(s), and contain an offer (the “Preemptive Rights
Offer”) to sell to each Preemptive Rights Offeree, at the same price and for the same
consideration to be paid by the proposed purchaser(s), all or part of such Preemptive Rights
Offeree’s pro rata portion of the New Securities. Following receipt of such notice, each
Preemptive Rights Offeree shall have ten (10) days during which it may elect to purchase a pro rata
portion of the New Securities determined by dividing the number of shares of Common Stock held by
such Preemptive Rights Offeree by the aggregate number of shares of Common Stock of the Company
outstanding immediately prior to the proposed issuance of New Securities, calculated on a fully
diluted, as converted basis. Such election shall be made by delivering written notice to the
Company of such election (the “Notice of Election”) specifying the number of shares of
Common Stock that it elects to purchase in an amount up to, but not exceeding, its pro rata
portion. A Preemptive Rights Offeree who fails to give such Notice of Election shall have no
further pre-emptive rights to which the New Securities Notice is related. If the Company does not
effectuate such sale described in the New Securities Notice within ninety (90) days after the
expiration of such ten (10) day period, it shall be required to again comply with this Section 3
prior to effectuating any such sale. For purposes of this Section 3, “New Securities”
shall mean any shares of capital stock of the Company and all securities that are convertible into
capital stock; provided, however, that New Securities shall not include shares



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of capital stock or convertible securities: (i) issued upon the exercise of any convertible
securities; (ii) issued in connection with payment-in-kind interest; (iii) issued in connection
with dividends payable in kind, if and when declared; (iv) issued in connection with a stock split
or recapitalization; (v) granted or issued pursuant to the exercise of options or other stock-based
incentive awards granted to consultants, advisors, employees, officers or directors pursuant to
plans approved by the Board of Directors; (vi) issued pursuant to a merger, consolidation,
strategic alliance, acquisition or similar business combination; (vii) issued pursuant to a
registration statement filed under the Securities Act; or (viii) issued in connection with
borrowing or the issuance of debt securities.



     4. Transferability.



          4.1 Restrictions on Transferability.




               (a) No Co-Investor Stockholder shall, directly or indirectly, Transfer any shares of Common
Stock or Preferred Stock owned by such Co-Investor Stockholder, or any interest therein, unless
such transfer or disposition is made upon compliance with the provisions of the Securities Act and
in accordance with the applicable provisions of Sections 4, 5 and 6 hereof; provided, however, that
following the consummation of an initial public offering that is not a Qualified IPO, unless and
until Apollo waives proviso (ii) of Section 6(c) hereof, each of the Co-Investor Stockholders shall
be permitted to make, subject to Section 4.1(c) below, Transfers of Common Stock permitted pursuant
to Rule 144 promulgated under the Securities Act. Any attempted Transfer by a Co-Investor
Stockholder other than in accordance with the terms hereof is void ab initio and transfers no
right, title or interest in or to such shares to the purported transferee, buyer, donee, assignee
or encumbrance holder. The restrictions set forth in this Section 4.1(a) shall terminate as such
restrictions relate to the Common Stock after the consummation of a Qualified IPO.



               (b) Each of the Co-Investor Stockholders agrees that it will not, directly or indirectly,
Transfer any shares of Common Stock or Preferred Stock without Apollo’s prior written consent
(except for Transfers permitted under Section 4.4) which consent shall be in Apollo’s sole and
absolute discretion. The restrictions set forth in this Section 4.1(b) shall terminate as such
restrictions relate to the Common Stock after the consummation of a Qualified IPO.



               (c) Notwithstanding anything to the contrary in this Agreement, and provided that Apollo owns
the Apollo Transfer Minimum, no Management Co-Investor shall Transfer, directly or indirectly, in
any 12-month period following the consummation of a Qualified IPO (or if Transfers under Rule 144
are permitted pursuant to the proviso of Section 4.1(a) hereof, following an initial public
offering that is not a Qualified IPO), a number of shares of Common Stock that exceeds the number
of Shares of Common Stock next to such Management Co-Investor’s name on Schedule 4.1(c) (as such
schedule is maintained and updated by the Secretary of the Company) multiplied by the applicable
percentage in the table below, without Apollo’s prior written consent, which consent shall be in
Apollo’s sole and absolute discretion:



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	12-Month Period After Consummation of Qualified IPO	 	Percentage
	First 12 months
	 	 	25	%
	Second 12 months
	 	 	35	%
	Third 12 months
	 	 	40	%






               In the event that a Management Co-Investor does not sell the percentage specified above during
the relevant year, any portion of such percentage that is not transferred in such relevant year
shall roll forward to subsequent years.



          4.2 Restrictive Legend. Each certificate representing any portion of the Common Stock or
Preferred Stock that is held by a party hereto shall be stamped or otherwise imprinted with a
legend in the following form (in addition to any legend required under applicable state securities
laws):





“THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY BE
OFFERED, PLEDGED, SOLD, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED
OF ONLY IF REGISTERED PURSUANT TO THE PROVISIONS OF THE ACT AND SUCH
LAWS, OR IN COMPLIANCE WITH AN APPLICABLE EXEMPTION FROM
REGISTRATION.




THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE ALSO SUBJECT TO A
STOCKHOLDERS’ AGREEMENT, DATED AS OF NOVEMBER 10, 2006, AS IT MAY BE
AMENDED FROM TIME TO TIME (THE “AGREEMENT”), WHICH CONTAINS
PROVISIONS REGARDING (I) CERTAIN RESTRICTIONS ON THE TRANSFER OF
SUCH SECURITIES, (II) CERTAIN TAG-ALONG RIGHTS AND DRAG-ALONG RIGHTS
APPLICABLE TO SUCH SECURITIES, (III) CERTAIN RESTRICTIONS ON VOTING
AND THE GRANT OF AN IRREVOCABLE PROXY AND (IV) CERTAIN OTHER
MATTERS. A COPY OF SUCH AGREEMENT IS AVAILABLE FOR INSPECTION AT
THE PRINCIPAL OFFICE OF THE COMPANY. ANY TRANSFER OF THE SECURITIES
EVIDENCED BY THIS CERTIFICATE OR ANY INTEREST THEREIN IN VIOLATION
OF THE AGREEMENT IS NULL AND VOID.”



          4.3 Notice of Proposed Transfers; Securities Law Compliance. Prior to any proposed Transfer
of any shares of Common Stock or Preferred Stock by a Co-Investor Stockholder that has been
approved or permitted pursuant to Sections 4.1(a), 4.1(b) or 4.1(c), as applicable, unless there is
in effect a registration statement under the Securities Act covering the proposed Transfer, the
Co-Investor Stockholder intending to Transfer such Common Stock or Preferred Stock (the
“Transferor Stockholder”) shall give written notice to the Company of such

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Transferor Stockholder’s intention to effect such Transfer. Each such notice shall describe
the manner and circumstances of the proposed Transfer in sufficient detail, and shall be
accompanied, unless Apollo or the Board of Directors of the Company otherwise approves, by either
(i) a written opinion of legal counsel (which may be internal counsel), who shall be reasonably
satisfactory to the Company, addressed to the Company, and reasonably satisfactory in form and
substance to the Company’s counsel, to the effect that the proposed Transfer may be effected
without registration under the Securities Act, (ii) a “no action” letter from the staff of the
Commission to the effect that the Transfer of such Common Stock or Preferred Stock without
registration will not result in a recommendation by the staff of the Commission that action be
taken with respect thereto, or (iii) such other showing that may be reasonably satisfactory to
legal counsel to the Company, whereupon the holder of such Common Stock or Preferred Stock shall be
entitled to Transfer such Common Stock or Preferred Stock in accordance with the terms of the
notice delivered by the holder to the Company. Notwithstanding the foregoing, any proposed
Transfer shall be null and void unless the proposed transferee becomes a party to this Agreement
(as either a Management Co-Investor or Institutional Co-Investor, in the same capacity as the
transferor) by executing a signature page hereto and agrees to become legally bound hereby.




          4.4 Permitted Transfers. Subject to compliance with the applicable provisions of the
Securities Act and Section 4.3 of this Agreement, the following Transfers may be made by
Co-Investor Stockholders without complying with Sections 4.1(a), 4.1(b) or 4.1(c), as applicable,
subject to the transferee executing a signature page hereof and thereby becoming a party hereto (as
either a Management Co-Investor or Institutional Co-Investor, in the same capacity as the
transferor) and agreeing to become legally bound hereby: (i) Transfers upon death or incompetence
of an individual Co-Investor Stockholder or to such Co-Investor Stockholder’s heirs, executors,
administrators, testamentary trustees, legatees or beneficiaries; (ii) Transfers by a Co-Investor
Stockholder to the Company; (iii) Transfers contemplated by, and in conformity with, Sections 5 and
6 hereof; (iv) Transfers by a Co-Investor Stockholder by gift to his or her spouse or to the
siblings, lineal descendants (including adopted children), or ancestors of such individual or his
or her spouse or to a trustee of any trust of which such person or persons or such Co-Investor
Stockholder is or are beneficiaries or any partnership or corporation wholly owned by such persons,
if, in each case, the Transferor retains voting rights with respect to the portion of the shares of
Common Stock or Preferred Stock, as applicable, being transferred or, if the Transferor does not
retain voting rights, such Transfer is made with the prior written consent of Apollo, in its sole
and absolute discretion; or (v) Transfers by an Institutional Co-Investor that is a partnership to
its partners on a pro rata basis in accordance with the terms of the partnership agreement upon the
dissolution of such partnership ((i), (ii), (iii), (iv) and (v) individually referred to herein as
a “Permitted Transfer” and, collectively, as “Permitted Transfers”).




     5. Drag-Along Rights.



               (a) The Rights. So long as Apollo owns the Apollo Minimum, if (i) Apollo proposes a
transaction involving the Transfer of Common Stock representing at least a majority of the
outstanding Common Stock of the Company or a transaction involving the Transfer of a majority of
the assets of the Company (whether through a stock sale, a merger, a recapitalization, a
consolidation transaction, a transaction involving the transfer of the majority of the assets of
the Company or otherwise), or (ii) Apollo proposes to Transfer any or all of its



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Preferred Stock, in each case, to any person (a “Prospective Purchaser”), other than a
transfer (A) to a Permitted Transferee, or (B) to the public by means of a public offering, then
Apollo shall have the right (the “Drag-Along Right”) to compel the remaining Stockholders
(the “Drag-Along Stockholders”) to sell (x) their shares of Common Stock, in the case of
(i) above, or (y) their shares of Preferred Stock, in the case of (ii) above, in each case, to the
Prospective Purchaser for a consideration per share and on terms and conditions no less favorable
to the Drag-Along Stockholders than those Apollo is able to obtain (and in the case of a transfer
of such shares or a transfer of assets of the Company, or other transaction requiring the vote of
the Drag-Along Stockholders, this Drag-Along Right would entail the ability to require the
Drag-Along Stockholders to vote their shares in favor of the transaction and to tender their shares
for the transaction consideration) for its Common Stock or Preferred Stock, as applicable;
provided, however, that any such transfer by a Drag-Along Stockholder does not violate applicable
law. The number of shares subject to the Drag-Along Right shall be, as to each Drag-Along
Stockholder, (x) a number of shares of Common Stock or Preferred Stock, as the case may be, that
represents the same percentage of all shares of Common Stock or Preferred Stock owned by that
Drag-Along Stockholder as the number of shares of Common Stock or Preferred Stock proposed to be
transferred by Apollo represents as a percentage of all shares of Common Stock or Preferred Stock,
as applicable, owned by Apollo (the “Pro Rata Portion”) or (y) in the case of a Transfer of
80% or more of the outstanding Common Stock, such greater amount as designated by Apollo, in its
sole and absolute discretion. Apollo shall exercise the Drag-Along Right by giving written notice
(the “Drag-Along Notice”), not less than 15 days prior to consummation of the transfer to
the Prospective Purchaser, to the Company and the Drag-Along Stockholders stating: (i) that they
propose to effect such a transaction; (ii) the name and address of the Prospective Purchaser; (iii)
the proposed purchase price per share of Common Stock or Preferred Stock or for such assets; (iv)
the Pro Rata Portion or, in the case of a Transfer of 80% or more of the outstanding Common Stock,
such greater amount as designated by Apollo; (v) that all the Drag-Along Stockholders shall be
obligated to sell their shares upon terms and conditions (subject to applicable law) no less
favorable to the Drag-Along Stockholders than those Apollo is able to obtain for its shares,
including entering into agreements with other persons on terms substantially identical to or more
favorable to the Drag-Along Stockholders than those applicable to Apollo and obtaining any required
consents; and (vi) in the case of a transfer, whether through a stock sale, a merger, a
recapitalization, a consolidation transaction, a transaction involving the transfer of the majority
of the assets of the Company or otherwise, of such shares or of such assets in a transaction
requiring the vote of or tenders by the Drag-Along Stockholders, that all the Drag-Along
Stockholders shall be obligated to vote in favor of such transaction and tender their shares for
the transaction consideration. Each Drag-Along Stockholder affirms that its agreement to vote for
the approval of the transaction with respect to the transfer of shares or assets to the Prospective
Purchaser under this Section 5 is given as a condition of this Agreement and as such is coupled
with an interest and is irrevocable. This voting agreement shall remain in full force and effect
throughout the time that this Section 5 is in effect. It is understood that this voting agreement
relates solely to the transaction with a Prospective Purchaser as described in this Section 5 and
does not constitute the agreement to vote or consent as to any other matters.



               (b) Procedure. Not later than 15 days following the date of receipt of the Drag-Along Notice,
each of the Drag-Along Stockholders shall deliver to Apollo certificates representing the shares
held by such Drag-Along Stockholder to be transferred, accompanied by duly executed stock powers.
If any Drag-Along Stockholder fails to deliver such certificates to



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Apollo, the Company shall cause the books and records of the Company to show that the shares
represented by such certificates of such Drag-Along Stockholder are bound by the provisions of this
Section 5 and are transferable only to the Prospective Purchaser or an Affiliate of such
Prospective Purchaser upon surrender for transfer by the holder thereof.



     6. Tag-Along Rights.



               (a) The Rights. If (i) Apollo (the “Transferring Stockholder”) proposes, in a single
transaction or a series of related transactions, to Transfer any or all of the Apollo Shares, or
(ii) Apollo proposes to Transfer any or all of its Preferred Stock, in each case, to a Prospective
Purchaser, other than to a Permitted Transferee (a “Tag-Along Sale”), and the Drag-Along
Right, if any, has not been exercised with respect to such Tag-Along Sale, then, prior to
proceeding with such Tag-Along Sale, the Transferring Stockholder shall promptly deliver to each
remaining Stockholder and the Company a written notice (the “Tag-Along Notice”) stating
that the Transferring Stockholder desires to enter into the Tag-Along Sale and setting forth the
purchase price per share of Common Stock or Preferred Stock, as applicable, the number of shares
desired to be sold by the Transferring Stockholder and the total number of shares of Common Stock
or Preferred Stock, as applicable, then owned by the Transferring Stockholder and other material
terms of the Tag-Along Sale, including whether the Prospective Purchaser will purchase all shares
proffered. Each of the remaining Stockholders shall have the right (the “Tag-Along Right”)
to participate in any such sale of shares of Common Stock, in the case of (i) above, or Preferred
Stock, in the case of (ii) above, by the Transferring Stockholder in accordance with the procedures
set forth in Section 6(b) below; provided, that such participation shall be on terms and conditions
no less favorable to such remaining Stockholders than those on which the Transferring Stockholder
proposes to transfer its shares.



               (b) Procedure. Within 15 days after receipt of the Tag-Along Notice (the “Tag-Along
Option Period”), the remaining Stockholders may elect to exercise their Tag-Along Right and
participate in the Tag-Along Sale. Any remaining Stockholder electing to participate in the
Tag-Along Sale (a “Tag-Along Stockholder”) shall give written notice thereof (the
“Election Notice”) to the Transferring Stockholder and the Company within the Tag-Along
Option Period. If the Prospective Purchaser will purchase all shares proffered, then the Election
Notice shall specify the number of shares that such Tag-Along Stockholder desires to sell to the
Prospective Purchaser, which amount may be up to (or less than) the total number of shares owned by
such Tag-Along Stockholder. If the Prospective Purchaser will not purchase all shares proffered,
then the Election Notice shall specify the number of shares that such Tag-Along Stockholder desires
to sell to the Prospective Purchaser, which amount may be up to (or less than) the total number of
shares to be purchased by the Prospective Purchaser multiplied by a fraction, the numerator of
which is the total number of shares being sold by the Transferring Stockholder and the denominator
of which is the total number of shares owned by the Transferring Stockholder. If, at the end of
the 15-day notice period, any remaining Stockholders do not exercise their Tag-Along Right in full
(or at all), then the Transferring Stockholder shall give notice to the Tag-Along Stockholders who
fully exercised their Tag-Along Rights of the number of such unexercised shares (the
“Reallotment Shares”), and these Tag-Along Stockholders shall have 3 business days to
notify the Transferring Stockholder of their election to sell all or a portion of the Reallotment
Shares (and indicating the number of such shares desired to be sold). If the purchase of such
unexercised shares is oversubscribed, the shares will



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be allocated to electing Stockholders on a pro rata basis in accordance with their relative
ownership of Common Stock or Preferred Stock, as applicable. Each Tag-Along Stockholder shall
deliver to the Transferring Stockholder, at the same time as and enclosed with its Election Notice,
certificates representing such Tag-Along Stockholder’s shares that are specified in the Election
Notice to be transferred, accompanied by duly executed stock powers (the “Tag-Along
Certificates”). The failure of any remaining Stockholder to submit an Election Notice or
deliver its Tag-Along Certificates within the Tag-Along Option Period shall constitute an election
by such remaining Stockholder not to participate in such Tag-Along Sale, provided, however, that
such Tag-Along Sale is consummated within 120 days of the expiration of the Tag-Along Option
Period. By delivering an Election Notice and its Tag-Along Certificates to the Transferring
Stockholder within the Tag-Along Option Period, a Tag-Along Stockholder shall have the right and
obligation to sell to the Prospective Purchaser that number of shares specified in the Election
Notice; provided, however, that, to the extent the Prospective Purchaser is unwilling or unable to
purchase all of the shares proposed to be sold by the Transferring Stockholder and the Tag-Along
Stockholders, the number of shares to be sold by the Transferring Stockholder shall be ratably
reduced so that each Tag-Along Stockholder may sell its proportionate share of Common Stock or
Preferred Stock, as applicable, calculated as provided above, and the number of shares to be sold
by the Transferring Stockholder and each of the Tag-Along Stockholders equals the number of shares
that the Prospective Purchaser is willing or able to purchase.



               (c) The provisions of this Section 6 shall not pertain or apply to (i) any Transfer by Apollo
to a Permitted Transferee, (ii) any Transfer pursuant to Rule 144 promulgated under the Securities
Act or (iii) any Transfer pursuant to a registration statement filed with the Commission.



     7. Board of Directors.



          7.1 Apollo Nominees. So long as Apollo owns the Apollo Minimum, Apollo LP shall have the
right to nominate, on Apollo’s behalf, all of the members of the Company’s Board of Directors (the
“Apollo Nominees”).




          7.2 Election of Apollo Nominees. The Stockholders shall vote all of the shares of Common
Stock owned or held of record by them at all regular and special meetings of the stockholders of
the Company called or held for the purpose of filling positions on the Board and in each written
consent executed in lieu of such a meeting of stockholders, and each party hereto shall take all
actions otherwise necessary to ensure (to the extent within the parties’ collective control) the
election to the Board of the Apollo Nominees.




          7.3 Vacancies.




               (a) Each Apollo Nominee will hold his or her office as a director of the Company for such term
as is provided in the Certificate of Incorporation and Bylaws of the Company (the “Charter
Documents”) or until his or her death, resignation or removal from the Board or until his or
her successor has been duly elected and qualified in accordance with the provisions of this
Agreement, the Charter Documents and applicable law. If any Apollo Nominee ceases to serve as a
director of the Company for any reason during his or her term (a



10









 







“Terminating Nominee”), a nominee for the vacancy resulting therefrom will be
designated by Apollo LP.



               (b) If Apollo LP fails at any time to nominate the maximum number of persons for election to
the Board that Apollo LP is entitled to nominate pursuant to this Agreement, each directorship in
respect of which Apollo LP so failed to make a nomination will remain vacant unless such vacancy
results in there being fewer than the minimum number of directors required by law or the Charter
Documents, in which case such vacancy or vacancies will be filled by a person or persons selected
by a majority of the directors of the Company then in office.



          7.4 Removal of Apollo Nominees.




               (a) The Stockholders shall use their respective best efforts to call, or cause the appropriate
officers and directors of the Company to call, a special meeting of stockholders of the Company and
to vote all of the shares of Common Stock owned or held of record by them for, or to take all
actions by written consent in lieu of any such meeting necessary to cause, the removal (with or
without cause) of any director, if Apollo LP requests such director’s removal in writing for any
reason. Apollo LP shall have the right to designate a new nominee in the event any director shall
be so removed under this Section 7.4(a) or shall vacate his directorship for any other reason.



               (b) Subject to the foregoing, no Stockholder shall vote or cause to be voted any securities
that such Stockholder has the power to vote (or in respect of which such Stockholder has the power
to direct the vote) for the removal of any Apollo Nominee nominated by Apollo LP without the prior
written consent of Apollo LP.



     8. Registration Rights.



          8.1 Company Registration.




               (a) Following a Qualified IPO, but not in connection with any initial public offering, if the
Company shall determine to register its Common Stock either for its own account or for the account
of another Stockholder, other than a registration relating solely to employee benefit plans or a
registration relating solely to a Rule 145 transaction or a registration on any registration form
which does not permit secondary sales or does not include substantially the same information as
would be required to be included in a registration statement covering the sale of Common Stock, the
Company will:



                    (i) promptly give to each Stockholder written notice thereof; and



                    (ii) subject to Section 4.1(c) above, include in such registration, and in any underwriting
involved therein, all of the Common Stock specified in a written request or requests made by any
Stockholder within ten (10) days after receipt of the written notice from the Company described in
clause (i) above, except as set forth in Section 8.2 below. Such written request may specify all
or a part of a Stockholder’s Common Stock.



11









 





          8.2 Underwriting. If the registration of which the Company gives notice is for a registered
public offering involving an underwriting, the Company shall so advise the Stockholders as a part
of the written notice given pursuant to Section 8.1(a)(i). In such event the right of any
Stockholder to registration pursuant to Section 8 shall be conditioned upon such Stockholder’s
participation in such underwriting and the inclusion of such Stockholder’s Common Stock in the
underwriting to the extent provided herein. All Stockholders proposing to distribute their
securities through such underwriting shall (together with the Company and any other stockholders
distributing their securities through such underwriting) enter into an underwriting agreement in
customary form with the underwriter selected for underwriting by the Company. Notwithstanding any
other provision of this Section 8, if the underwriter determines that marketing factors require a
limitation on the number of shares to be underwritten, the underwriter may (subject to the
allocation priority set forth below) exclude from such registration and underwriting some or all of
the Stockholder’s Common Stock which would otherwise be underwritten pursuant hereto. The Company
shall so advise all holders of securities requesting registration, and the number of shares of
securities that are entitled to be included in the following priority: first, among shares of
Common Stock owned by Apollo (if any) and the Co-Investor Stockholders (and pro rata, if necessary,
and subject to Section 4.1(c) hereof, among such Stockholders on the basis of all Common Stock then
held by such holders), second, among shareholders with registration rights exercising a “demand
registration,” and third, among any other stockholders in proportion, as nearly as practicable, to
the amounts of securities which they had requested to be included in such registration at the time
of filing the registration statement; provided, however, that if the underwriter determines that
marketing factors require the exclusion of particular Stockholder(s) from participating in such
offering (i.e., the exclusion of members of management), the Company shall so advise such
Stockholder(s) and such Stockholder’s Common Stock shall be excluded from such registration. If
any Stockholder disapproves of the terms of any such underwriting, he may elect to withdraw
therefrom by written notice to the Company and the underwriter. Any Common Stock or other
securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.




          8.3 Expenses of Registration. All expenses incurred in connection with any registration,
qualification or compliance pursuant to this Section 8 (collectively, “Registration
Expenses”) shall be borne by the Company, and all underwriting discounts and selling
commissions applicable to the sale of Common Stock and the fees and expenses of counsel for the
selling Stockholders shall be borne by the Stockholders so registered pro rata on the basis of the
number of their shares so registered.




          8.4 Indemnification.




               (a) The Company will indemnify and hold harmless each Stockholder, each of its officers,
directors, partners and members and each person controlling such Stockholder, if Common Stock held
by such Stockholder are included in the securities with respect to which registration,
qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if
any, and each person who controls any underwriter, against all claims, losses, damages and
liabilities (or actions in respect thereof), whether joint or several, arising out of or based on
any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus,
offering circular or other document (including any related registration statement) incident to any
such registration, qualification or compliance, or based on



12









 







any omission (or alleged omission) to state therein a material fact required to be stated
therein or necessary to make the statements therein, in light of the circumstances in which they
were made, not misleading, or any violation or alleged violation by the Company of the Securities
Act, the Exchange Act, any applicable state securities law or any rule or regulation thereunder
relating to action or inaction required of the Company in connection with any such registration,
qualification or compliance, and will reimburse each such Stockholder, each of its officers,
directors, partners and members and each person controlling such Stockholder, each such underwriter
and each person who controls any such underwriter, for any legal and any other expenses reasonably
incurred in connection with investigating and defending any such claim, loss, damage, liability or
action, as such expenses are incurred; provided, however, that the Company will not be liable in
any such case to the extent that any such claim, loss, damage, liability or expense arises out of
or is based on any untrue statement (or alleged untrue statement) or omission (or alleged omission)
based upon written information furnished to the Company by such Stockholder or underwriter and
stated to be specifically for use therein.



               (b) Each Stockholder will, if Common Stock is included in the securities as to which such
registration, qualification or compliance is being effected, indemnify and hold harmless the
Company, each of its directors, officers and agents and each underwriter, if any, against all
claims, losses, damages and liabilities (or actions in respect thereof), whether joint or several,
arising out of or based on any untrue statement (or alleged untrue statement) of a material fact
contained in any such registration statement, prospectus, offering circular or other document, or
any omission (or alleged omission) to state therein a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances in which they were made,
not misleading, and will reimburse the Company and such directors, officers, agents, partners,
members, persons, underwriters or control persons for any legal or any other expenses reasonably
incurred in connection with investigating or defending any such claim, loss, damage, liability or
action, as such expenses are incurred, in each case to the extent, but only to the extent, that
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 furnished to the Company by such Stockholder and stated to
be specifically for use therein. In no event shall the liability of a Stockholder for
indemnification under this Section 8 exceed the proceeds received by such Stockholder in the
offering.



               (c) Each party entitled to indemnification under this Section 8 (the “Indemnified
Party”) shall give notice to the party required to provide indemnification (the
“Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any
claim as to which indemnity may be sought and shall permit the Indemnifying Party to assume the
defense of any such claim or any litigation resulting therefrom; provided, however, that counsel
for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting
therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be
withheld), and the Indemnified Party may participate in such defense at such party’s expense, and
provided further that the failure of any Indemnified Party to give notice as provided herein shall
not relieve the Indemnifying Party of its obligations under this Agreement except to the extent the
Indemnifying Party is materially prejudiced thereby, and provided further, however, that an
indemnified party (together with all other indemnified parties) shall have the right to retain one
separate counsel, with the reasonable fees and expenses of such



13









 







counsel to be paid by the indemnifying party, if representation of such indemnified party by
the counsel retained by the indemnifying party would be inappropriate due to actual or potential
differing interests between such indemnified party and any other party represented by such counsel
in such proceeding. No Indemnifying Party in the defense of any such claim or litigation shall,
except with the consent of each Indemnified Party, consent to entry of any judgment or enter into
any settlement which does not include as an unconditional term thereof the giving by the claimant
or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or
litigation. Each Indemnified Party shall furnish such information regarding itself or the claim in
question as an Indemnifying Party may reasonably request in writing and as shall be reasonably
required in connection with defense of such claim and litigation resulting therefrom.



               (d) If the indemnification provided for in this Section 8 is held by a court of competent
jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim,
damage or expense referred to herein, then the indemnifying party, in lieu of indemnifying such
indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified
party as a result of such loss, liability, claim, damage or expense in such proportion as is
appropriate to reflect the relative fault of the indemnifying party on the one hand and of the
indemnified party on the other in connection with the statements or omissions that resulted in such
loss, liability, claim, damage or expense, as well as any other relevant equitable considerations.
The relative fault of the indemnifying party and of the indemnified party shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement of a material fact
or the omission to state a material fact relates to information supplied by the indemnifying party
or by the indemnified party and the parties’ relative intent, knowledge, access to information, and
opportunity to correct or prevent such statement or omission.



               (e) Notwithstanding the foregoing provisions of this Section 8, to the extent that any
provision contained in the underwriting agreement entered into in connection with the underwritten
public offering related to any such claim for indemnification or contribution are in conflict with
the foregoing provisions, the provisions in the underwriting agreement shall control.



               (f) The obligations of the Company and the Stockholders under this Section 8 shall survive the
completion of any offering of Common Stock pursuant to this Agreement, and otherwise.



          8.5 Information by Stockholder. Each Stockholder holding securities included in any
registration shall furnish to the Company such information regarding such Stockholder as the
Company may reasonably request and as shall be reasonably required in connection with any
registration, qualification or compliance referred to in this Agreement.




     9. Information Rights. Stockholders holding at least two and one-half percent (2
1/2%) of the issued and outstanding Common Stock shall each be provided with: (i) unaudited
quarterly financial statements within forty-five (45) days after the end of each fiscal quarter of
the Company, and (ii) audited annual financial statements within ninety (90) days after the end of
each fiscal year of the Company. Such right shall be subject to the Co-Investor Stockholders (and
their advisors, if applicable) executing customary confidentiality agreements.




14









 





     10. Miscellaneous.



          10.1 Governing Law. This Agreement shall be governed by and construed in accordance with the
internal laws of the State of Delaware, without giving effect to its principles of conflict of
laws.




          10.2 Certain Adjustments. The provisions of this Agreement shall apply to the full extent set
forth herein with respect to any and all shares of capital stock of the Company or any successor or
assign of the Company (whether by merger, consolidation, sale of assets or otherwise) which may be
issued in respect of, in exchange for, or in substitution for the shares of Common Stock, by
combination, recapitalization, reclassification, merger, consolidation or otherwise and the term
“Common Stock” shall include all such other securities; provided, however, that the
provisions of Section 8 hereof shall only apply to common equity securities of the Company
registered in a Qualified IPO. In the event of any change in the capitalization of the Company, as
a result of any stock split, stock dividend or stock combination or otherwise, the provisions of
this Agreement shall be appropriately adjusted.




          10.3 Additional Parties. Upon the dissolution of GNC LLC and the distribution of any Common
Stock or Preferred Stock to Members, each such Members holding Common Stock or Preferred Stock
shall execute a signature page to this Agreement and become parties to and agree to be bound by
this Agreement, as Apollo, in the case of Members (as defined in the LLC Agreement) who are Apollo
and its Affiliates, or as Institutional Co-Investors, in the case of all other Members.




          10.4 Enforcement. The parties expressly agree that the provisions of this Agreement may be
specifically enforced against each of the parties hereto in any court of competent jurisdiction.




          10.5 Successors and Assigns. Except as otherwise provided herein, the provisions hereof shall
inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors, and
administrators of the parties hereto.




          10.6 Entire Agreement. This Agreement constitutes the full and entire understanding and
agreement between the parties with regard to the subject matter hereof and supersedes all prior
oral or written (and all contemporaneous oral) agreements or understandings with respect to the
subject matter hereof.




          10.7 Notices, etc. All notices and other communications required or permitted hereunder shall
be in writing and shall be mailed by registered or certified mail, return receipt requested,
postage prepaid or otherwise delivered by hand, messenger or facsimile transmission, addressed: (a)
if to a party listed on Appendix A or a transferee of such party, at such party’s address
as set forth on Appendix A, or at such other address as such party or its transferee shall
have furnished to the Company in writing, (b) if to Apollo, c/o Apollo Management V, L.P., 10250
Constellation Blvd., Suite 2900, Los Angeles, California 90067, Attention: General Counsel, or (c)
if to the Company, at 300 Sixth Avenue, Pittsburgh, Pennsylvania 15222, Attention: General
Counsel, with a copy to Apollo, or at such other address as the Company shall have furnished to
Apollo and the parties listed on Appendix A in writing. Each such notice




15









 







or other communication shall for all purposes of this Agreement be treated as effective or as
having been received when delivered, if delivered by hand or by messenger (or overnight courier),
24 hours after confirmed receipt if sent by facsimile transmission or at the earlier of its receipt
or on the fifth day after mailing, if mailed, as aforesaid.




          10.8 Delays or Omissions. No delay or omission to exercise any right, power or remedy
accruing to any party hereto upon any breach or default of the Company under this Agreement, shall
impair any such right, power or remedy of such holder nor shall it be construed to be a waiver of
any such breach or default, or an acquiescence therein, or of or in any similar breach or default
thereunder occurring; nor shall any waiver of any single breach or default be deemed a waiver of
any other breach or default therefore or thereafter occurring. Any waiver, permit, consent or
approval of any kind or character on the part of any party of any breach or default under this
Agreement, or any waiver on the part of any party of any provisions or conditions of this
Agreement, must be in writing and shall be effective only to the extent specifically set forth in
such writing. All remedies, either under this Agreement, or by law or otherwise afforded to any
party, shall be cumulative and not alternative.




          10.9 Counterparts. This Agreement may be executed in any number of counterparts, each of
which may be executed by less than all of the parties hereto, each of which shall be enforceable
against the parties actually executing such counterparts, and all of which together shall
constitute one instrument.




          10.10 Severability. If any provision of this Agreement shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.




          10.11 Amendments and Waivers.




               (a) The provisions of this Agreement may be amended at any time and from time to time, and
particular provisions of this Agreement may be waived or modified, with and only with an agreement
or consent in writing signed by the Company, Apollo and Co-Investor Stockholders holding a majority
of the shares of Common Stock held by the Co-Investor Stockholders; provided, however, that any
amendments or modifications to add additional Co-Investor Stockholders or amendments or
modifications that do not adversely affect the rights of Co-Investor Stockholders shall not require
the consent of the Co-Investor Stockholders.



               (b) Notwithstanding anything to the contrary in this Agreement, any amendments or
modifications to the provisions of Sections 5, 6 or 8 hereof or this Section 10.11(b) in a manner
adverse to the Co-Investor Stockholders shall require the consent of a majority of the shares of
Common Stock owned by the Management Co-Investors and the Non-Apollo Members, voting together as a
single class. For the purposes of this Section 10.11(b) only, each of the Non-Apollo Members shall
be entitled to vote their pro rata portion of the Common Stock held by GNC LLC, as determined by
the aggregate amount of Common Stock held by GNC LLC multiplied by such Non-Apollo Member’s
percentage interest in GNC LLC.



16









 





               (c) Notwithstanding anything to the contrary in this Agreement, in connection with any sale of
Preferred Stock to persons other than Apollo, Apollo may amend this Agreement unilaterally to
remove the Preferred Stock and all provisions relating thereto.



          10.12 Jurisdiction. The parties hereto irrevocably submit, in any legal action or proceeding
relating to this Agreement, to the jurisdiction of the courts of the United States located in the
State of Delaware or in any Delaware state court and consent that any such action or proceeding may
be brought in such courts and waive any objection that they may now or hereafter have to the venue
of such action or proceeding in any such court or that such action or proceeding was brought in an
inconvenient forum.




          10.13 Further Assurances. The parties agree to use their best efforts and act in good faith
in carrying out their obligations under this Agreement. The parties also agree, without further
consideration, to execute such further instruments and to take such further actions as may be
necessary or desirable to carry out the purposes and intent of this Agreement.




          10.14 Termination. This Agreement shall terminate upon the earlier of: (i) the written
agreement between the Company, Apollo and Co-Investor Stockholders holding a majority of the shares
of Common Stock held by the Co-Investor Stockholders, and (ii) the consummation of a transaction
pursuant to which Apollo was entitled to exercise a Drag-Along Right with respect to the Common
Stock pursuant to Section 5 above; provided, however, that the provisions of Sections 3 and 9, and
the provisions of Sections 5 and 6, as such provisions relate to the Common Stock, shall terminate
after the consummation of a Qualified IPO.




[Remainder of page intentionally left blank.]




17









 








     The foregoing Stockholders’ Agreement is hereby executed to be effective as of the date first
above written.



	 	 	 	 	 
	 	GNC PARENT CORPORATION

 	 
	 	By:  	 	 
	 	 	Joseph Fortunato 	 
	 	 	President and Chief Executive Officer 	 
	 
	 
	 	GNC INVESTORS, LLC
 	 
	 
	 	By:  	                                                      Apollo Management V, L.P.
 	 
	 	 	Its Manager 	 
	 	 	 
	 	By:  	                                                      AIF V Management, Inc.
 	 
	 	 	Its General Partner 	 
	 	 	 	 
	 	By:  	
 	 
	 	 	Andrew Jhawar, Vice President 	 
	 	 	 	 
	 



Signature Pages




 









 









     The foregoing Stockholders’ Agreement is hereby executed to be effective as of the date first
above written.



	 	 	 	 	 
	 	Co-Investor Stockholders:

 	 
	 	
 	 
	 	 	 
	 	Printed Name: 	 
	 
	 	
 	 
	 



Signature Pages





 









 








APPENDIX A




Schedule of Stockholders




As of November 10, 2006




	 	 	 	 	 	 	 
	Stockholder	 	Number of Shares of Common Stock
	GNC Investors, LLC	 	 	49,064,869	 
	 
	 	 	 	 	 	 
	Management Co-Investors:
	Russ
	 	Anderson	 	 	4,267	 
	Tim
	 	Bentley	 	 	42,675	 
	Joe
	 	Bresse	 	 	17,070	 
	Jim
	 	Burns	 	 	11,380	 
	Betsy
	 	Burton	 	 	270,274	 
	Vince
	 	Cacace	 	 	21,337	 
	Michael
	 	Cohen	 	 	8,535	 
	Shawn
	 	Cupples	 	 	15,072	 
	Lisa
	 	Davis	 	 	7,113	 
	Ted
	 	Deitrick	 	 	12,802	 
	Bob
	 	DiNicola	 	 	113,800	 
	Tom
	 	Dowd	 	 	48,009	 
	Joe
	 	Fortunato	 	 	106,687	 
	Ken
	 	Fox	 	 	56,899	 
	George
	 	Golleher	 	 	85,350	 
	Darryl
	 	Green	 	 	21,337	 
	Ron
	 	Hallock	 	 	21,337	 
	Wendell
	 	Haymon	 	 	14,224	 
	Gilles
	 	Houde	 	 	32,006	 
	Dave
	 	Jeroski	 	 	8,535	 
	Andrew
	 	Jhawar	 	 	76,815	 
	Lee
	 	Karayusuf	 	 	64,012	 
	Paul
	 	Katz	 	 	4,267	 
	Kim
	 	Kitko	 	 	14,224	 
	Kevin
	 	Klocko	 	 	17,070	 
	Tony
	 	Kuniak	 	 	21,337	 
	Curt
	 	Larrimer	 	 	38,407	 
	Steve
	 	Lavault	 	 	7,113	 
	Mike
	 	Locke	 	 	28,805	 
	April
	 	Martinek	 	 	5,689	 
	Art
	 	McSorley	 	 	14,224	 
	Ed
	 	Mercadante	 	 	56,899	 
	Steve
	 	Nelson	 	 	10,668	 






 









 






	 	 	 	 	 	 	 
	Stockholder	 	Number of Shares of Common Stock
	Anthony
	 	Phillips	 	 	17,070	 
	Guru
	 	Ramanthan	 	 	4,267	 
	Marilyn
	 	Renkey	 	 	7,113	 
	Nick
	 	Romac	 	 	4,267	 
	Jeff
	 	Sieber	 	 	4,267	 
	Tom
	 	Smith	 	 	27,738	 
	Reg
	 	Steele	 	 	32,006	 
	Dave
	 	Sullivan	 	 	11,380	 
	Greg
	 	Szabo	 	 	28,450	 
	Susan
	 	Trimbo	 	 	19,203	 
	Mike
	 	Venditti	 	 	5,334	 
	Joe
	 	Weiss	 	 	42,675	 
	Jerry
	 	Werner	 	 	17,070	 
	 
	 	 	 	 	 	 
	 
	 	TOTAL	 	 	50,563,948	 






 









 






SCHEDULE 4.1(C)




As of November 10, 2006




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Number of Shares of	 	Number of Shares	 	Total Number of
	Stockholder	 	Common Stock	 	Pursuant to Options	 	Shares
	Russ
	 	Anderson	 	 	4,267	 	 	 	—	 	 	 	4,267	 
	Tim
	 	Bentley	 	 	42,675	 	 	 	51,209	 	 	 	93,884	 
	Joe
	 	Bresse	 	 	17,070	 	 	 	51,209	 	 	 	68,279	 
	Jim
	 	Burns	 	 	11,380	 	 	 	17,069	 	 	 	28,449	 
	Betsy
	 	Burton	 	 	270,274	 	 	 	—	 	 	 	270,274	 
	Vince
	 	Cacace	 	 	21,337	 	 	 	51,209	 	 	 	72,546	 
	Michael
	 	Cohen	 	 	8,535	 	 	 	42,675	 	 	 	51,210	 
	Shawn
	 	Cupples	 	 	15,072	 	 	 	25,604	 	 	 	40,676	 
	Lisa
	 	Davis	 	 	7,113	 	 	 	17,069	 	 	 	24,182	 
	Ted
	 	Deitrick	 	 	12,802	 	 	 	51,209	 	 	 	64,011	 
	Bob
	 	DiNicola	 	 	113,800	 	 	 	853,499	 	 	 	967,299	 
	Tom
	 	Dowd	 	 	48,009	 	 	 	93,884	 	 	 	141,893	 
	Joe
	 	Fortunato	 	 	106,687	 	 	 	682,799	 	 	 	789,486	 
	Ken
	 	Fox	 	 	56,899	 	 	 	76,814	 	 	 	133,713	 
	George
	 	Golleher	 	 	85,350	 	 	 	93,855	 	 	 	179,205	 
	Darryl
	 	Green	 	 	21,337	 	 	 	51,209	 	 	 	72,546	 
	Ron
	 	Hallock	 	 	21,337	 	 	 	51,209	 	 	 	72,546	 
	Wendell
	 	Haymon	 	 	14,224	 	 	 	34,139	 	 	 	48,363	 
	Gilles
	 	Houde	 	 	32,006	 	 	 	51,209	 	 	 	83,215	 
	Dave
	 	Jeroski	 	 	8,535	 	 	 	25,604	 	 	 	34,139	 
	Andrew
	 	Jhawar	 	 	76,815	 	 	 	42,675	 	 	 	119,490	 
	Lee
	 	Karayusuf	 	 	64,012	 	 	 	76,814	 	 	 	140,826	 
	Paul
	 	Katz	 	 	4,267	 	 	 	17,069	 	 	 	21,336	 
	Kim
	 	Kitko	 	 	14,224	 	 	 	25,604	 	 	 	39,828	 
	Kevin
	 	Klocko	 	 	17,070	 	 	 	17,069	 	 	 	34,139	 
	Tony
	 	Kuniak	 	 	21,337	 	 	 	25,604	 	 	 	46,941	 
	Curt
	 	Larrimer	 	 	38,407	 	 	 	170,699	 	 	 	209,106	 
	Steve
	 	Lavault	 	 	7,113	 	 	 	17,069	 	 	 	24,182	 
	Mike
	 	Locke	 	 	28,805	 	 	 	76,814	 	 	 	105,619	 
	April
	 	Martinek	 	 	5,689	 	 	 	17,069	 	 	 	22,758	 
	Art
	 	McSorley	 	 	14,224	 	 	 	25,604	 	 	 	39,828	 
	Ed
	 	Mercadante	 	 	56,899	 	 	 	76,815	 	 	 	133,714	 
	Steve
	 	Nelson	 	 	10,668	 	 	 	51,209	 	 	 	61,877	 
	Anthony
	 	Phillips	 	 	17,070	 	 	 	34,139	 	 	 	51,209	 
	Guru
	 	Ramanthan	 	 	4,267	 	 	 	25,604	 	 	 	29,871	 
	Marilyn
	 	Renkey	 	 	7,113	 	 	 	34,139	 	 	 	41,252	 
	Nick
	 	Romac	 	 	4,267	 	 	 	17,069	 	 	 	21,336	 





Schedule 4.1(c), page 1





 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Number of Shares of	 	Number of Shares	 	Total Number of
	Stockholder	 	Common Stock	 	Pursuant to Options	 	Shares
	Jeff
	 	Sieber	 	 	4,267	 	 	 	34,139	 	 	 	38,406	 
	Tom
	 	Smith	 	 	27,738	 	 	 	76,814	 	 	 	104,552	 
	Reg
	 	Steele	 	 	32,006	 	 	 	76,814	 	 	 	108,820	 
	Dave
	 	Sullivan	 	 	11,380	 	 	 	17,069	 	 	 	28,449	 
	Greg
	 	Szabo	 	 	28,450	 	 	 	25,604	 	 	 	54,054	 
	Susan
	 	Trimbo	 	 	19,203	 	 	 	93,844	 	 	 	113,047	 
	Mike
	 	Venditti	 	 	5,334	 	 	 	25,604	 	 	 	30,938	 
	Joe
	 	Weiss	 	 	42,675	 	 	 	76,814	 	 	 	119,489	 
	Jerry
	 	Werner	 	 	17,070	 	 	 	51,209	 	 	 	68,279	 






Schedule 4.1(c), page 2