REGISTRATION RIGHTS AGREEMENT BY AND AMONG PLANET FITNESS, INC. AND CERTAIN STOCKHOLDERS DATED AS OF [ ], 2015Registration Rights Agreement • July 15th, 2015 • Planet Fitness, Inc. • Services-membership sports & recreation clubs • New York
This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of [ ], 2015, is made by and among:
PLA-FIT HOLDINGS, LLC A Delaware Limited Liability Company SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of [ ], 2015Limited Liability Company Agreement • July 15th, 2015 • Planet Fitness, Inc. • Services-membership sports & recreation clubs • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Pla-Fit Holdings, LLC (the “Company”), dated and effective as of [ ], 2015 (this “Agreement”), is adopted, executed and agreed to, for good and valuable consideration, by and among the Members (as defined herein).
July 2, 2015 By Hand Dorvin Lively Dear Dorvin:Planet Fitness, Inc. • July 15th, 2015 • Services-membership sports & recreation clubs • New Hampshire
This letter (the “Agreement”) confirms the terms and conditions of your continued employment with Planet Fitness, Inc. (“Parent”) and Planet Fitness Holdings, LLC (“Holdings”, and together with Parent, the “Company”), and amends and restates in its entirety the offer of employment between you and Pla-Fit Franchise, LLC dated as of June 28, 2013. This Agreement shall be effective as of the date prior to the date of the initial public offering of Parent’s common stock.
TAX RECEIVABLE AGREEMENT among PLANET FITNESS, INC. and its WHOLLY-OWNED SUBSIDIARIES, PLA-FIT HOLDINGS, LLC and EACH MEMBER OF PLA-FIT HOLDINGS, LLC LISTED ON ANNEX A Dated as of , 2015Tax Receivable Agreement • July 15th, 2015 • Planet Fitness, Inc. • Services-membership sports & recreation clubs • Delaware
This TAX RECEIVABLE AGREEMENT (“Agreement”), dated as of , 2015 and effective upon the consummation of the Recapitalization Transactions (as defined in the Recapitalization Agreement (as defined herein)) and prior to the IPO Closing, is hereby entered into by and among Planet Fitness, Inc., a Delaware corporation (“Corporate Taxpayer”), the wholly-owned Subsidiaries of Corporate Taxpayer, Pla-Fit Holdings, LLC, a Delaware limited liability company (“Pla-Fit LLC”), each LLC Unit Holder (as defined below), and each of the successors and assigns thereto.
NON-STATUTORY STOCK OPTION AGREEMENTNon-Statutory Stock Option Agreement • July 15th, 2015 • Planet Fitness, Inc. • Services-membership sports & recreation clubs
This agreement (the “Agreement”) evidences a stock option granted by Planet Fitness, Inc. (the “Company”) to the undersigned (the “Optionee”), pursuant to and subject to the terms of the Planet Fitness, Inc. Omnibus Incentive Plan (as amended from time to time, the “Plan”).
Restricted Stock Unit Agreement (Non-Employee Directors)Restricted Stock Unit Agreement • July 15th, 2015 • Planet Fitness, Inc. • Services-membership sports & recreation clubs
This agreement (this “Agreement”) evidences an award (the “Award”) of restricted stock units (the “Restricted Stock Units”) granted by Planet Fitness, Inc. (the “Company”) to the undersigned (the “Grantee”) pursuant to and subject to the terms of the Planet Fitness, Inc. 2015 Omnibus Incentive Plan (as amended from time to time, the “Plan”).
RECAPITALIZATION AGREEMENTRecapitalization Agreement • July 15th, 2015 • Planet Fitness, Inc. • Services-membership sports & recreation clubs • Delaware
This Recapitalization Agreement (this “Agreement”), dated as of [ ], 2015, is entered into by and among Planet Fitness, Inc., a Delaware corporation (“Planet”), Pla-Fit Holdings, LLC, a Delaware limited liability company (“Pla-Fit”), the Continuing LLC Owners (as defined herein) and the Direct TSG Investors (as defined herein). The parties hereto are collectively referred to herein as the “Parties.”
July 2, 2015 By Hand Christopher Rondeau Dear Chris:Planet Fitness, Inc. • July 15th, 2015 • Services-membership sports & recreation clubs • New Hampshire
This letter (the “Agreement”) confirms the terms and conditions of your continued employment with Planet Fitness, Inc. (“Parent”) and Planet Fitness Holdings, LLC (“Holdings”, and together with Parent, the “Company”), and amends and restates in its entirety the employment agreement between you and Holdings dated as of November 8, 2012, as subsequently amended on January 21, 2013. This Agreement shall be effective as of the date prior to the date of the initial public offering of Parent’s common stock.
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 15th, 2015 • Planet Fitness, Inc. • Services-membership sports & recreation clubs
This Indemnification Agreement (this “Agreement”) is made and entered into as of [DATE] by and among Planet Fitness, Inc., a Delaware corporation (the “Company”), and [NAME OF DIRECTOR] (“Indemnitee”).
EXCHANGE AGREEMENTExchange Agreement • July 15th, 2015 • Planet Fitness, Inc. • Services-membership sports & recreation clubs • Delaware
This EXCHANGE AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of [ ], 2015, is made by and among Planet Fitness, Inc., a Delaware corporation (the “Corporation”), Pla-Fit Holdings, LLC, a Delaware limited liability company (“Pla-Fit LLC”), and the holders of Holdings Units (as defined herein) and shares of Class B Common Stock (as defined herein) from time to time party hereto (each, a “Holder”).
STOCKHOLDERS AGREEMENT of PLANET FITNESS, INC. dated as of [ ], 2015Stockholders Agreement • July 15th, 2015 • Planet Fitness, Inc. • Services-membership sports & recreation clubs • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is entered as of [ ], 2015, among Planet Fitness, Inc., a Delaware corporation (the “Company”), TSG PF Investment LLC, TSG PF Investment II LLC, TSG PF Co-Investors A L.P. and TSG AIV II-A L.P. (each, together with its respective Affiliates, a “TSG Investor” and collectively, the “TSG Investors”).
AGREEMENT AND PLAN OF MERGER OF PLANET FITNESS HOLDINGS, L.P. (A DELAWARE LIMITED PARTNERSHIP) WITH AND INTO PLANET FITNESS, INC. (A DELAWARE CORPORATION)Agreement and Plan of Merger • July 15th, 2015 • Planet Fitness, Inc. • Services-membership sports & recreation clubs • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 22, 2015, by and among Planet Fitness, Inc., a Delaware corporation (the “Corporation”), and Planet Fitness Holdings, L.P., a Delaware limited partnership (“Holdings”), in accordance with Section 263 of the Delaware General Corporation Law (“DGCL”) and Section 17-211 of the Delaware Revised Uniform Limited Partnership Act (the “Limited Partnership Act”), respectively.
TAX RECEIVABLE AGREEMENT among PLANET FITNESS, INC. and its WHOLLY-OWNED SUBSIDIARIES, PLA-FIT HOLDINGS, LLC and EACH STOCKHOLDER OF PLANET FITNESS, INC. LISTED ON ANNEX A Dated as of , 2015Tax Receivable Agreement • July 15th, 2015 • Planet Fitness, Inc. • Services-membership sports & recreation clubs • Delaware
This TAX RECEIVABLE AGREEMENT (“Agreement”), dated as of , 2015 and effective upon the consummation of the Recapitalization Transactions (as defined in the Recapitalization Agreement (as defined herein)) and prior to the IPO Closing, is hereby entered into by and among Planet Fitness, Inc., a Delaware corporation (“Corporate Taxpayer”), the wholly-owned Subsidiaries of Corporate Taxpayer, Pla-Fit Holdings, LLC, a Delaware limited liability company (“Pla-Fit LLC”) each stockholder of the Corporate Taxpayer listed on Annex A (“Indirect LLC Unit Holder”), and each of the successors and assigns thereto.
