•] Shares of Common Stock Life Time Group Holdings, Inc. Shares of Common Stock (par value $0.01 per share) UNDERWRITING AGREEMENTUnderwriting Agreement • September 29th, 2021 • Life Time Group Holdings, Inc. • Services-membership sports & recreation clubs • New York
LIFE TIME GROUP HOLDINGS, INC. THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • September 29th, 2021 • Life Time Group Holdings, Inc. • Services-membership sports & recreation clubs • Texas
This Third Amended and Restated Stockholders Agreement (this “Agreement”) is entered into as of the Effective Date (as defined herein), by and among (i) Life Time Group Holdings, Inc. (f/k/a LTF Holdings, Inc.), a Delaware corporation (“Parent”), (ii) Green LTF Holdings II LP, a Delaware limited partnership (“Green Holdings”), LGP Associates VI-A LLC, a Delaware limited liability company (“LGP VI-A”) and LGP Associates VI-B LLC, a Delaware limited liability company (“LGP VI-B” and, together with Green Holdings and LGP VI-A and any transferee controlled directly or indirectly by Leonard Green & Partners, L.P. or any of its Affiliates, “LGP”), (iii) TPG VII Magni SPV, L.P., a Delaware limited partnership (“TPG Magni”), TPG VII Magni Co-Invest, L.P., a Delaware limited partnership (“TPG Co-Invest”), and TPG Lonestar I, L.P., a [Delaware] limited partnership (“TPG Lonestar” and, together with TPG Magni, TPG Co-Invest and any transferee controlled directly or indirectly by TPG Global LLC or
