Dated February 10, 2022 Amended and Restated Base Indenture between Planet Fitness Master Issuer LLC, as Master Issuer, and Citibank, N.A., as Trustee and Securities IntermediaryBase Indenture • February 10th, 2022 • Planet Fitness, Inc. • Services-membership sports & recreation clubs • New York
AMENDED AND RESTATED BASE INDENTURE, dated as of February 10, 2022, by and between Planet Fitness Master Issuer LLC, a Delaware limited liability company (the “Master Issuer”), and CITIBANK, N.A., a national banking association, as trustee (in such capacity, the “Trustee”) and as securities intermediary (in such capacity, the “Securities Intermediary”).
LOCK-UP AGREEMENTLock-Up Agreement • February 10th, 2022 • Planet Fitness, Inc. • Services-membership sports & recreation clubs • Delaware
This LOCK-UP AGREEMENT (this “Agreement”) is entered into as of February 10, 2022, by and among Planet Fitness, Inc., a Delaware corporation (“Blocker Buyer”), Pla-Fit Holdings, LLC, a Delaware limited liability company (“Company Buyer” and together with Blocker Buyer, each a “Buyer” and collectively, “Buyers”) and the Persons set forth on Schedule I hereto (the “Holders” and each, a “Holder”). Capitalized terms used herein but not defined in this Agreement shall have the meanings ascribed to such terms in the Purchase Agreement (as defined below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 10th, 2022 • Planet Fitness, Inc. • Services-membership sports & recreation clubs • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 10, 2022, is made by and between Planet Fitness, Inc., a Delaware corporation (the “Company”) and the Persons set forth on Schedule I hereto (the “Holders” and each, a “Holder”). Capitalized terms used herein but not defined in this Agreement shall have the meanings ascribed to such terms in the Purchase Agreement (as defined below).
EQUITY PURCHASE AGREEMENT* by and among THE SELLERS NAMED HEREIN, SUNSHINE FITNESS GROWTH HOLDINGS, LLC, TSG7 A AIV III HOLDINGS-A, L.P.,Equity Purchase Agreement • February 10th, 2022 • Planet Fitness, Inc. • Services-membership sports & recreation clubs • Delaware
This EQUITY PURCHASE AGREEMENT (as amended, modified or supplemented from time to time, this “Agreement”) is made and entered into as of January 10, 2022, by and among Planet Fitness, Inc., a Delaware corporation (“Blocker Buyer”), Pla-Fit Holdings, LLC, a Delaware limited liability company (“Company Buyer” and together with Blocker Buyer, each a “Buyer” and collectively, “Buyers”), TSG7 A AIV III, L.P., a Delaware limited partnership, Sunshine Fitness Group Holdings, LLC, a Delaware limited liability company, Eric Dore, Shane McGuiness, Joseph Landau, The Glenn Dowler Irrevocable GST Trust of 2018, the Shannon Dowler Irrevocable GST Trust of 2018, Michael Hicks, The David W. Blevins Irrevocable GST Trust of 2020, and The Heather L. Blevins Irrevocable GST Trust of 2020 (each, a “Seller” and collectively, the “Sellers”), TSG7 A AIV III Holdings-A, L.P., a Delaware limited partnership (“Blocker Seller”), TSG7 A AIV III Holdings, L.P., a Delaware limited partnership (“Blocker”), Sunshine
MANAGEMENT AGREEMENT FIRST AMENDMENTManagement Agreement • February 10th, 2022 • Planet Fitness, Inc. • Services-membership sports & recreation clubs • New York
This MANAGEMENT AGREEMENT FIRST AMENDMENT (this “Amendment”) is entered into and effective as of February 10, 2022 (the “Effective Date”), by and among Planet Fitness Master Issuer LLC, a Delaware limited liability company (the “Master Issuer”), Planet Fitness Franchising LLC, a Delaware limited liability company (the “Franchisor”), Planet Fitness Distribution LLC, a Delaware limited liability company (the “Equipment Distributor”), Planet Fitness Assetco LLC, a Delaware limited liability company (“Planet Fitness Assetco”), Planet Fitness SPV Guarantor LLC, a Delaware limited liability company (the “Master Issuer Parent”), Planet Fitness Holdings, LLC, a New Hampshire limited liability company (“Planet Fitness Holdings”), as Manager (in such capacity, together with its successors and assigns, the “Manager”), and Citibank, N.A., not in its individual capacity but solely as trustee (the “Trustee”), together with any other Securitization Entity that becomes party to the Management Agreemen
PLANET FITNESS MASTER ISSUER LLC, as Master Issuer, and CITIBANK, N.A., as Trustee and Series 2022-1 Securities Intermediary SERIES 2022-1 SUPPLEMENT Dated as of February 10, 2022 to AMENDED AND RESTATED BASE INDENTURE Dated as of February 10, 2022...Series Supplement • February 10th, 2022 • Planet Fitness, Inc. • Services-membership sports & recreation clubs • New York
SERIES 2022-1 SUPPLEMENT, dated as of February 10, 2022 (this “Series Supplement”), by and between PLANET FITNESS MASTER ISSUER LLC, a Delaware limited liability company (the “Master Issuer”) and CITIBANK, N.A., a national banking association, as trustee (in such capacity, the “Trustee”) and as Series 2022-1 Securities Intermediary, to the Amended and Restated Base Indenture, dated as of the date hereof, by and between the Master Issuer and CITIBANK, N.A., as trustee and as securities intermediary (as amended, modified or supplemented from time to time, exclusive of Series Supplements, the “Base Indenture”).
