STALKING HORSE AGREEMENT
This Fourth Amendment to Stalking Horse Agreement (this Amendment), is made and entered into as of September 17, 2020 by and among GNC Holdings, Inc., a Delaware corporation (the Seller), on behalf of itself and the other Selling Entities, and Harbin Pharmaceutical Group Holding Co., Ltd., a corporation incorporated in the Peoples Republic of China (the Buyer, together with the Seller and the other Selling Entities, the Parties and each, a Party), and amends the Stalking Horse Agreement, dated as of August 7, 2020, by and among the Selling Entities and the Buyer, as amended by that certain First Amendment dated as of August 15, 2020, that certain Second Amendment dated as of August 19, 2020 and that certain Third Amendment dated as of September 8, 2020 (collectively, the Agreement). Capitalized terms used herein and not otherwise defined herein have the meanings ascribed to such terms in the Agreement.
WHEREAS, the Parties, in accordance with Section 10.1 of the Agreement, wish to amend the Agreement as set forth in this Amendment.
NOW, THEREFORE, for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
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Addition of Exhibit G. The Agreement is hereby amended by adding the exhibit attached hereto as Exhibit A as the new Exhibit G to the Agreement.
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Amendments to Section 1.1.
(a) The definition of Convertible Notes Issuance is hereby deleted in its entirety and replaced with:
Notes Issuance means the issuance by ZT Biopharmaceutical LLC of $20 million in aggregate principal amount of subordinated PIK notes, which shall be on the terms set forth in Exhibit G and otherwise in form and substance reasonably acceptable to the Buyer and the Official Committee of Unsecured Creditors, that shall be available for distribution to the unsecured creditors under a plan of reorganization on terms consistent with the Plan Support Agreement, dated as of September 17, 2020 (the PSA and the Plan Amendment Term Sheet (as defined in the PSA)).
(b) The definition of Unsecured Creditor Consideration Trigger Event in hereby deleted in its entirety.
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Amendment to Section 3.1(a)(iii). Section 3.1(a)(iii) of the Agreement is hereby amended by deleting the bolded text with strikethrough (indicated textually in the same manner as the following example:
bolded text with strikethrough), as follows:
only if the Unsecured Creditor Consideration Trigger Event occurs, the Convertible Notes Issuance; and