GNC

300 Sixth AvenuePittsburgh, PA 15222

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General Nutrition Corporation is a Pennsylvania corporation. Their principal business address is 300 Sixth Avenue, Pittsburgh, Pennsylvania 15222.

The franchise that we offer in this Disclosure Document is the license to operate a GNC retail store (the “Store” or “GNC Store”) at a fixed location as a franchisee under the form of Franchise Agreement attached as Exhibit E to this Disclosure Document (the “Franchise Agreement”). GNC Stores are retail health, wellness and performance stores that offer for sale vitamin and mineral supplements (some of which will be manufactured and distributed by us under the “GNC” brand or other proprietary brands we may create and develop from time to time), and, depending on the Store size, franchisee preferences, and our requirements, may offer for sale sports nutrition products, herbs, health foods, natural cosmetics and miscellaneous healthcare products, diet products, physical fitness products, specialty workout apparel, health-management products, and related products, as approved for sale by us from time to time. The franchise will be operated under certain trademarks, trade names, service marks, logos, emblems, insignia and other commercial symbols (including without limitation “GNC”, “GENERAL NUTRITION CENTER”, and “GNC LIVE WELL”) developed and approved for use by us from time to time (the “Proprietary Marks”), and pursuant to a comprehensive system (the “System”) originally developed by our predecessor, GNC Franchising, Inc., which we may modify from time to time. Further, if you qualify, we may allow you to include within the Store a GNC Smoothie Bar, which will offer for sale nutritional drinks called “smoothies” consisting of fruit, juice and specially developed nutritional supplements. Our System features: vitamin and mineral supplements and other products manufactured and/or distributed by us under labels bearing the “GNC” mark (the “GNC Brand Supplements”) and other proprietary trademarks, such as Pro Performance and Preventive Nutrition; other third party vitamin and mineral supplements; sports nutrition products, herbs, health foods, natural cosmetics and miscellaneous healthcare products, diet products, physical fitness products, specialty workout apparel, health-management products, and related products; distinctive trade dress; interior and exterior building design and Store format; standards and specifications for construction, equipment, signs, furnishings, assistance, and training; sales and management assistance and training; operating procedures for the storage, display and sale of products and services; and specialized methods and techniques for inventory and cost purchasing, customer service, sales promotion and advertising. The System may be changed, improved and further developed by us from time to time. If you desire to develop and operate multiple GNC Stores, we offer an Area Development Agreement, which grants you the right to develop and open a specified number of GNC Stores within a specified development area in accordance with a specified development schedule, under the form of Area Development Agreement attached as Exhibit F to this Disclosure Document (the “Development Agreement”). You must open a minimum of two GNC stores under the Development Agreement. Under the Development Agreement, you have the right to develop, open and operate an agreed upon number of GNC Stores located in an area of responsibility (the “Development Area”), provided that you do so in accordance with an agreed upon development schedule (the “Development Schedule”). There is no preset minimum or maximum number of GNC Stores that you may agree to establish under the Development Agreement. We will negotiate with you on a case-by-case basis the number of GNC Stores that you will develop. In negotiating the number of GNC Stores we will permit you to develop under the Development Agreement, we will take into account market conditions, demographics for the potential development area and other factors we deem relevant. You may establish your GNC Stores at any location within the Development Area provided we consent to the location, which consent may be withheld or granted in our sole discretion, the location is in a state where we are permitted to sell GNC franchises, the location is not located in a territory or location in which any other GNC franchisee has exclusive rights or a right of first refusal, the location would not violate any other protected or restricted territories that we have granted or may in the future grant, such as in connection with a joint venture or Rite Aid, and the location would not violate a radius restriction in any real estate lease. You will operate each GNC Store to be developed under the Development Agreement under a separate Franchise Agreement. Upon establishing each additional GNC Store under the Development Schedule, you will be required to sign a then-current Franchise Agreement, which may differ from the current Franchise Agreement included with this Disclosure Document. We currently offer the following franchise programs: New Franchise Store A new franchise Store (“New Franchise Store”), or the right to develop multiple New Franchise Stores under a Development Agreement, may be awarded to a qualified person who is new to the GNC System, an existing franchisee or an employee of ours or one of our affiliates or one of our franchisees pursuant to our employee program. A New Franchise Store will be a new Store constructed by us (unless we designate otherwise in writing) at a location approved by us. Conversion Store As part of our business strategy, we have a program to convert existing company-owned GNC Stores to franchised GNC Stores (a “Conversion Store”). This program is available to qualified new franchisees, existing franchisees, and employees of ours or our affiliates or our franchisees pursuant to our employee program. Sales of Conversion Stores under this program are made using the form of Asset Purchase and Sale Agreement attached as Exhibit H to this Disclosure Document. In either case, to qualify under our employee program, you must currently be an employee of ours or one of our affiliates or one of our franchisees, and you must have been employed (regardless of the position held) full-time for at least 12 months or part-time for at least 24 months prior to the date you execute the Franchise Agreement. GNC Smoothie Bar If you qualify, depending on your available Store space, we may offer you the option to incorporate a GNC Smoothie Bar into the Store if you execute a GNC Smoothie Bar Addendum attached to your Franchise Agreement. The GNC Smoothie Bar will be located within your Store, will contain approximately 150 square feet, and will specialize in the sale of drinks blended with fruit, juice, and nutritional supplements. We do not offer free-standing GNC Smoothie Bars independent of a franchise Store. You will operate your GNC Store as an independent business using the Proprietary Marks, System, support, guidance, and materials developed by us. You will offer and sell products and services to the general public under the terms and conditions contained within the Franchise Agreement and our confidential operating manuals, including the Franchise Operations Manual, Re-Merchandising Manual, Promotional Merchandising Guidelines, POS Operations Manual, and any other manuals that we may develop or prescribe from time to time (the “Manuals”), that will be loaned to you at the time of training. You may not offer other products or services without our prior written approval. We reserve the right to offer special incentive programs at any time in the future, which may decrease any of the fees listed in Items 6 and 7 of this Disclosure Document, or the financing amounts and/or terms listed in Item 10. Generally, these incentive programs will be conditioned upon you executing a Franchise Agreement or opening your Store by a specified date and may only be available for specific Stores or in specified markets, which we determine in our sole discretion. We may alter or discontinue these programs at any time in our sole discretion without notice to you. These incentive programs may not be combined with any other offer or program unless indicated by us in writing. Furthermore, if you have executed a Franchise Agreement before the dates specified for the incentive programs, acquired a GNC location from an existing franchisee via a transfer, or are renewing an existing Franchise Agreement, you are not eligible to receive the incentive program.

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