PLANET FITNESS, INC. 16,085,510 Shares of Class A Common Stock Underwriting AgreementUnderwriting Agreement • May 9th, 2017 • Planet Fitness, Inc. • Services-membership sports & recreation clubs • New York
Certain stockholders of Planet Fitness, Inc., a Delaware corporation (the “Company”), named in Schedule 1 hereto (the “Selling Stockholders”) propose to sell to J.P. Morgan Securities LLC (the “Underwriter”) an aggregate of 16,085,510 shares of Class A common stock of the Company (the “Shares”). The Shares will consist of (i) 5,215,691 issued and outstanding shares of Class A common stock held by certain investment funds affiliated with TSG Consumer Partners, LLC (the “Direct TSG Investors”), and (ii) 10,869,819 shares of Class A common stock that are issuable upon exchange for (x) limited liability company units (the “Holdings Units”) of Pla-Fit Holdings, LLC, a Delaware limited liability company (“Pla-Fit Holdings”), and (y) a corresponding number of shares of Class B common stock, par value $0.0001 per share (the “Class B Stock”), of the Company, held by certain holders of Holdings Units affiliated with TSG Consumer Partners, LLC (the “TSG Continuing LLC Owners”). The shares of Clas
