SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE...

Exhibit 10.3

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

HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND

EXCHANGE COMMISSION, 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

▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇

▇▇▇▇ ▇▇▇▇

Tel: ▇▇▇▇.▇▇▇▇.▇▇▇▇

▇▇▇.▇▇.▇▇▇

CONTENTS

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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 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (“GNC”),

GNC Hong Kong Limited, a company established under the Laws of Hong Kong, having its registered address at ▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇’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 ▇▇. ▇▇, ▇▇. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ (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 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (“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 ▇▇.▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Limin Development Zone, Harbin, People’s Republic of China (“▇▇▇▇▇ Parent”); and

Harbin Pharmaceutical Hong Kong II Limited, a company established under the Laws of Hong Kong, having its registered office at ▇/▇ ▇▇/▇., ▇▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ (“▇▇▇▇▇”).

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, ▇▇▇▇▇ shall subscribe for, and the HK Company shall allot and issue to ▇▇▇▇▇, 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, ▇▇▇▇▇ Parent shall subscribe for, and GNC shall cause the PRC JV to allot and issue to ▇▇▇▇▇ 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, ▇▇▇▇▇ 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 ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇, Hong Kong office at ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ (or at any other place as agreed in writing by ▇▇▇▇▇ 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 ▇▇▇▇▇ 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) ▇▇▇▇▇ and ▇▇▇▇▇ 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 ▇▇▇▇▇ 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 ▇▇▇▇▇ 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, ▇▇▇▇▇ and ▇▇▇▇▇ 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 ▇▇▇▇▇ and ▇▇▇▇▇ 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 ▇▇▇▇▇ and ▇▇▇▇▇ 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 ▇▇▇▇▇, ▇▇▇▇▇ 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 3.2.143.2.13(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 ▇▇▇▇▇ 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 ▇▇▇▇▇, ▇▇▇▇▇ 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 ▇▇▇▇▇ or its Affiliates or Representatives or any other Person resulting from ▇▇▇▇▇ Parent’s, Hayao’s or their respective Affiliates’ or Representatives’ use of any information, documents, projections, forecasts or other material made available to ▇▇▇▇▇, ▇▇▇▇▇ 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 ▇▇▇▇▇, ▇▇▇▇▇ 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 ▇▇▇▇▇ and ▇▇▇▇▇ Parent’s Obligation to Close. The obligation of ▇▇▇▇▇ and ▇▇▇▇▇ Parent to consummate the Share Subscriptions is subject to each of the following conditions being satisfied (or waived in writing by ▇▇▇▇▇ 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 ▇▇▇▇▇ 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 ▇▇▇▇▇ 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 ▇▇▇▇▇ or ▇▇▇▇▇ 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) ▇▇▇▇▇, ▇▇▇▇▇ 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) ▇▇▇▇▇, ▇▇▇▇▇ 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 ▇▇▇▇▇ and ▇▇▇▇▇ 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 ▇▇▇▇▇ and ▇▇▇▇▇ 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 ▇▇▇▇▇ and ▇▇▇▇▇ 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 ▇▇▇▇▇ and ▇▇▇▇▇ 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 ▇▇▇▇▇ and ▇▇▇▇▇ 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 ▇▇▇▇▇ or ▇▇▇▇▇ 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 ▇▇▇▇▇ or ▇▇▇▇▇ 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 ▇▇▇▇▇ or ▇▇▇▇▇ 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 ▇▇▇▇▇ and ▇▇▇▇▇ Parent. Each of ▇▇▇▇▇ and ▇▇▇▇▇ 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 ▇▇▇▇▇ and ▇▇▇▇▇ 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 ▇▇▇▇▇ or ▇▇▇▇▇ 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 ▇▇▇▇▇ (or ▇▇▇▇▇ 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 ▇▇▇▇▇ or ▇▇▇▇▇ Parent is responsible for payment under this Section 5.8, ▇▇▇▇▇ or ▇▇▇▇▇ 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 applicable law 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 ▇▇▇▇▇ 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 ▇▇▇▇▇ 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 ▇▇▇▇▇ or ▇▇▇▇▇ 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 ▇▇▇▇▇ 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 ▇▇▇▇▇ 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 ▇▇▇▇▇ 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) ▇▇▇▇▇ 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 ▇▇▇▇▇ Parent shall not be permitted to terminate this Agreement pursuant to this Section 7.2.5 if there has been any material breach by ▇▇▇▇▇ or ▇▇▇▇▇ 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’s Affiliates and their respective Representatives (each, a “▇▇▇▇▇ Indemnified Party”) from and against any and all Losses incurred by the ▇▇▇▇▇ 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 ▇▇▇▇▇. ▇▇▇▇▇ 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 ▇▇▇▇▇ or ▇▇▇▇▇ Parent in this Agreement or any certificate delivered by or on behalf of ▇▇▇▇▇ or ▇▇▇▇▇ Parent pursuant to this Agreement; or

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8.2.2 Any breach or violation of any covenant or agreement of ▇▇▇▇▇ or ▇▇▇▇▇ 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 ▇▇▇▇▇ 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 ▇▇▇▇▇ Indemnified Parties that are the subject of such claim exceeds US$50,000 (the “Per-Claim Basket”), and the ▇▇▇▇▇ 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 ▇▇▇▇▇ Indemnified Parties for which the ▇▇▇▇▇ 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 ▇▇▇▇▇ 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 ▇▇▇▇▇ or ▇▇▇▇▇ 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 ▇▇▇▇▇ 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 ▇▇▇▇▇ 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 ▇▇▇▇▇ 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 ▇▇▇▇▇ 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 ▇▇▇▇▇ Indemnified Party or the GNC Indemnified Party to the extent reasonably possible, to take all available steps to minimize Losses for which the ▇▇▇▇▇ 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 ▇▇▇▇▇ Parent at the addresses provided above.

With copies to (for information purposes only):

▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and Ropes & ▇▇▇▇ 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 ▇▇▇▇▇, ▇▇▇▇▇ Parent or any ▇▇▇▇▇ 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 ▇▇▇▇▇, ▇▇▇▇▇ Parent or other ▇▇▇▇▇ 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 ▇▇▇▇▇ or ▇▇▇▇▇ Parent.

10.12 Joint Venture Condition. ▇▇▇▇▇ 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. Notwithstanding 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 A

PARTICULARS OF GROUP COMPANIES

Part 1 – Particulars of the HK Company

Part 2 – Particulars of the WFOE

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, ▇▇▇▇▇, ▇▇▇▇▇ 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 ▇▇▇▇▇ 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.

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

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

“▇▇▇▇▇ 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 ▇▇▇▇▇ 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 ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, 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 ▇▇.▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Limin Development Zone, Harbin, People’s Republic of China (“▇▇▇▇▇”); 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:

2

3

4

The consideration to be paid by ▇▇▇▇▇ 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.

5

6

7

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

8

EXHIBIT B

AGREED FORM OF HK SHAREHOLDERS AGREEMENT

Exhibit B – Final Form

SHAREHOLDERS AGREEMENT

(GNC-▇▇▇▇▇▇ ▇▇ 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

i

ii

iii

THIS SHAREHOLDERS AGREEMENT (GNC-▇▇▇▇▇▇ ▇▇ 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 ▇▇▇▇▇ is individually referred to as a “Party” and collectively as the “Parties”.

BACKGROUND:

1

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 ▇▇▇▇▇ 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 ▇▇▇▇▇ 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 ▇▇▇ ▇▇▇▇, 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 ▇▇▇ 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 ▇▇. ▇▇, ▇▇. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, China, a wholly owned Subsidiary of the Company.

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▇▇▇▇▇, together with its Affiliates, will use commercially reasonable efforts to provide to the Group, among other resources:

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All financial statements shall include a balance sheet, income statement and statement of cash flows prepared by a Designated Accounting Firm in accordance with Hong Kong Laws on a basis consistent with PRC GAAP, with a reconciliation to US GAAP with respect to clauses (i) and (ii) above.

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as the Shareholder reasonably requires to monitor its investment in the Company, provided that, if any information is given to one Shareholder, the Company shall also ensure that such information is given to the other Shareholder.

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Notwithstanding anything to the contrary hereunder, (no Shareholder may Transfer all or part of its Shares in the Company pursuant to clause (i) or clause (ii) of this Section 9.1(a) to a competitor of the Company, the other Shareholder or its shareholders.

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Without limiting the generality of Section 9.1, a Shareholder (a “Transferring Shareholder”) may Transfer all or some of its Shares to, in the case of Party A, to GNC’s Controlled Affiliates, or, in the case of Party B, to Hayao’s Controlled Affiliates (each a “Permitted Transferee”) at any time on giving prior written notice to the other Shareholder, copied to the Company, provided that:

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Each Party severally represents and warrants to each other Party as follows:

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The provisions of Section 11.1 shall not apply to:

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This Agreement takes effect on the date of this Agreement and shall continue until terminated in accordance with Section 12.2.

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where, (x) in the event of a breach by a Shareholder or its Affiliates (other than the Group Companies), such Shareholder shall be the “Defaulting Shareholder” and the other Shareholder shall be the “Non-Defaulting Shareholder”; and (y) in the event of a breach by the Company or any other Group Companies, if such breach is caused by one Shareholder (or the Directors appointed by such Shareholder), such Shareholder shall be the “Defaulting Shareholder” and the other Shareholder shall be the “Non-Defaulting Shareholder”; provided that, for so long as Party B or its Affiliates have the right to appoint a majority of the Directors or otherwise Control the Company, except with respect to a GNC Approved Action, failure by Party B or its Affiliates to take action reasonably necessary to cause the Company to cure any breach within ninety (90) days of receipt by Party B of notice of such breach, Party B shall be deemed to have caused such breach. A “GNC Approved Action” means any breach caused by an action or inaction that was expressly approved by the Board (including the express approval of at least one GNC Director) or in writing by GNC.

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The Parties acknowledge that the Shares cannot readily be bought or sold on the open market and that, consequently, damages or an account of profit or both are not an adequate remedy for a Party if any other Party breaches this Agreement. The Parties acknowledge that, without prejudice to any other remedy available to a Party, any Party may apply for and, to the extent permitted by Law, is entitled to, an Order for specific performance or other injunctive relief if any other Party breaches or threatens to breach this Agreement or if the Party seeking such Order or relief believes that any other Party is likely to breach this Agreement.

The Shareholders agree that the affairs of the Group will be carried out in a manner which is tax efficient for the Group. Except as otherwise expressly provided in this Agreement, all amounts payable or consideration to be provided under or in connection with this Agreement are exclusive of tax.

Any notice or other communication to be given under this Agreement shall be in writing (which includes fax) and may be delivered or sent by post or fax to the Party to be served as follows:

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or at any such other address, fax number or email notified for this purpose to the other Parties under this Section 15. Any notice or other communication sent by post shall be sent by prepaid ordinary post (if the country of destination is the same as the country of origin) or by airmail (if the country of destination is not the same as the country of origin).

Every notice to be served upon the Company pursuant to this Agreement shall be copied to each Shareholder at its address appearing in this Agreement or as it may have notified to the parties to this Agreement in accordance with Section 15.1.

Any notice or other communication is deemed to have been given:

but if the notice or other communication would otherwise be taken to be received after 5.00 p.m. or on a Saturday, Sunday or public holiday in the place of receipt then the notice or communication is taken to be received at 9.00 a.m. on the next day that is not a Saturday, Sunday or public holiday in the place of receipt.

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In proving service of a notice or other communication, it is sufficient to prove that delivery was made or that the envelope containing the communication was properly addressed and posted either by prepaid post or by prepaid airmail or that the fax was properly addressed and transmitted, as the case may be.

This Section 15 does not apply in relation to the service of any claim form, notice, Order, judgment or other document relating to or in connection with any proceedings, suit or action arising out of or in connection with this Agreement.

Except as provided herein, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. No Party may assign (by contract, equity sale, operation of law or otherwise) either this Agreement or any of its rights, interests or obligations hereunder without the express prior written consent of the other Parties, and any attempted assignment, without such consent, shall be null and void.

Each Party acknowledges that in agreeing to enter into this Agreement it has not relied on any express or implied representation, warranty, collateral contract or other assurance made by or on behalf of any other Party before the entering into of this Agreement, in respect of which, to the maximum extent permitted by Law, each Party waives all rights and remedies that it may have, other than the representations, warranties, collateral contracts and other assurances expressly provided in this Agreement.

Nothing in this Section 17 limits or excludes any liability or remedy which cannot be limited or excluded as a matter of applicable Law.

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This Agreement may not be amended, supplemented or otherwise modified except in a written instrument executed by the Parties. No waiver by any of the Parties of any default, misrepresentation or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

Except as otherwise expressly provided in this Agreement a party may give or withhold its consent to any matter referred to in this Agreement in its absolute discretion. A Party that gives its consent to any matter referred to in this Agreement is not taken to have made any warranty or representation as to any matter or circumstance connected with the subject matter of that consent.

Save as otherwise expressly provided herein, all fees and expenses incurred in connection with the transactions contemplated by this Agreement including all legal, accounting, financial advisory, consulting, and all other fees and expenses of third parties incurred by a Party in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby shall be the obligation of the Party incurring such fees and expenses.

This Agreement may be executed in any number of counterparts. Each counterpart shall constitute an original of this Agreement but all the counterparts together shall constitute but one and the same instrument.

If any provision of this Agreement is held by any court of competent jurisdiction, or other competent authority, to be illegal, invalid or unenforceable in any respect under the Laws of any relevant jurisdiction then:

Time is of the essence in relation to any obligation under this Agreement unless time is expressly stated not to be of the essence in relation to that obligation.

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A Person who is not a party to this Agreement may not enforce any of its terms under the Contracts (Rights of Third Parties) Ordinance (Chapter 623 of the Laws of Hong Kong).

The language of this Agreement and the transactions envisaged by it is English and all notices, demands, requests, statements, certificates or other documents or communications shall be in English unless otherwise agreed.