AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 31, 2014 and amended as of March 31, 2015 among PLANET INTERMEDIATE, LLC, as Holdings, PLANET FITNESS HOLDINGS, LLC, as Borrower, The Lenders Party Hereto - and- JPMORGAN CHASE...Credit Agreement • June 22nd, 2015 • Planet Fitness, Inc. • Services-membership sports & recreation clubs • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 31, 2014 (as it may be amended or modified from time to time, this “Agreement”), among PLANET INTERMEDIATE, LLC, a Delaware limited liability company (“Holdings”), PLANET FITNESS HOLDINGS, LLC, a New Hampshire limited liability company (the “Borrower”), the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”). The parties hereto agree as follows:
AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 10, 2016 among PLANET INTERMEDIATE, LLC, as Holdings, PLANET FITNESS HOLDINGS, LLC, as Borrower, The Lenders Party Hereto - and - JPMORGAN CHASE BANK, N.A., as...Credit Agreement • November 10th, 2016 • Planet Fitness, Inc. • Services-membership sports & recreation clubs • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 31, 2014 (as it may be amended or modified from time to time, this “Agreement”), among PLANET INTERMEDIATE, LLC, a Delaware limited liability company (“Holdings”), PLANET FITNESS HOLDINGS, LLC, a New Hampshire limited liability company (the “Borrower”), the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”). The parties hereto agree as follows:
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:
AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 26, 2017 among PLANET INTERMEDIATE, LLC, as Holdings, PLANET FITNESS HOLDINGS, LLC, as Borrower, The Lenders Party Hereto - and - JPMORGAN CHASE BANK, N.A., as Administrative...Credit Agreement • May 30th, 2017 • Planet Fitness, Inc. • Services-membership sports & recreation clubs • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 31, 2014 (as it may be amended or modified from time to time, this “Agreement”), among PLANET INTERMEDIATE, LLC, a Delaware limited liability company (“Holdings”), PLANET FITNESS HOLDINGS, LLC, a New Hampshire limited liability company (the “Borrower”), the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”). The parties hereto agree as follows:
PLANET FITNESS, INC. 16,085,510 Shares of Class A Common Stock Underwriting AgreementPlanet Fitness, Inc. • May 9th, 2017 • 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
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.
PLANET FITNESS, INC. [INSERT RESTRICTED STOCK UNIT OR Performance SHARE UNIT, AS APPLICABLE] AGREEMENTApplicable] Agreement • March 1st, 2022 • Planet Fitness, Inc. • Services-membership sports & recreation clubs
This agreement (this “Agreement”) evidences an award (the “Award”) of [INSERT TYPE OF 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”).
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 • February 28th, 2020 • 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. 2015 Omnibus Incentive Plan (as amended from time to time, the “Plan”).
AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • June 22nd, 2015 • Planet Fitness, Inc. • Services-membership sports & recreation clubs • New York
THIS AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (as it may be amended or modified from time to time, the “Security Agreement”) is entered into as of March 31, 2014 by and between Planet Intermediate, LLC, a Delaware limited liability company (“Holdings”), Planet Fitness Holdings, LLC, a New Hampshire limited liability company (the “Borrower”), and the Subsidiaries of the Borrower from time to time party hereto (together with Holdings and the Borrower, each individually a “Grantor” and collectively, the “Grantors”), and JPMorgan Chase Bank, N.A., in its capacity as administrative agent (the “Administrative Agent”) for the lenders party to the Credit Agreement referred to below.
January 21, 2013 Christopher Rondeau Newington, NH 03801 Dear Chris:Planet Fitness, Inc. • June 22nd, 2015 • Services-membership sports & recreation clubs
This letter (the “Agreement”) confirms our agreement to change your title to Chief Executive Officer of Planet Fitness Holdings, LLC (the “Company”), and is intended to amend the Employment Agreement between you and the Company dated as of November 8, 2012 (the “Employment Agreement”, attached hereto as Exhibit A).
MANAGEMENT AGREEMENT Dated as of August 1, 2018 among Planet Fitness Master Issuer LLC, Planet Fitness SPV Guarantor LLC, certain Subsidiaries of Planet Fitness Master Issuer LLC party hereto, Planet Fitness Holdings, LLC, as Manager, and Citibank,...Management Agreement • August 1st, 2018 • Planet Fitness, Inc. • Services-membership sports & recreation clubs • New York
This MANAGEMENT AGREEMENT, dated as of August 1, 2018 (this “Agreement”), is entered into 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 this Agreement by execution of a joinder substantially in the form attac
General Grant Form PLA-FIT HOLDINGS, LLC CLASS M UNIT AWARD AGREEMENTAward Agreement • June 22nd, 2015 • Planet Fitness, Inc. • Services-membership sports & recreation clubs • Delaware
THIS AWARD AGREEMENT is made as of this day of , 201 , (the “Grant Date”) between Pla-Fit Holdings, LLC, a Delaware limited liability company (the “Company”) and the undersigned Recipient (the “Recipient”).
PLANET FITNESS MASTER ISSUER LLC SERIES 2019-1 3.858% FIXED RATE SENIOR SECURED NOTES, CLASS A-2 PURCHASE AGREEMENTPurchase Agreement • November 20th, 2019 • Planet Fitness, Inc. • Services-membership sports & recreation clubs • New York
The Offered Notes (i) will have terms and provisions that are summarized in the Pricing Disclosure Package (as defined below) and (ii) are to be issued pursuant to a Base Indenture dated as of August 1, 2018 (the “Initial Closing Date”) (as amended or supplemented prior to the date hereof, the “Base Indenture”) and a series supplement thereto to be dated December 3, 2019 (the “Closing Date”), (the “Series 2019-1 Supplement” and, together with the Base Indenture, the “Indenture”) each entered into between the Master Issuer and Citibank, N.A., a national banking association, as trustee (in such capacity, the “Trustee”) and as securities intermediary. The Master Issuer’s obligations under the Offered Notes will be jointly and severally irrevocably and unconditionally guaranteed (the “Guarantees”) by Planet Fitness SPV Guarantor LLC, a limited-purpose Delaware limited liability company (“Holding Company Guarantor”), Planet Fitness Franchising LLC, a limited-purpose Delaware limited liabili
November 8, 2012 Christopher Rondeau Newington, NH 03801 Dear Chris:Planet Fitness, Inc. • June 22nd, 2015 • Services-membership sports & recreation clubs • New Hampshire
This letter (the “Agreement”) confirms the terms and conditions of your employment with Planet Fitness Holdings, LLC (the “Company”).
Agreement Regarding the Joint Filing of Schedule 13GPlanet Fitness, Inc. • February 14th, 2019 • Services-membership sports & recreation clubs
FIRST AMENDMENT TO SECOND AMENDED & RESTATEDLimited Liability Company Agreement • August 9th, 2017 • Planet Fitness, Inc. • Services-membership sports & recreation clubs • Delaware
LIABILITY COMPANY AGREEMENT (the “First Amendment”) of Pla-Fit Holdings, LLC, a Delaware limited liability company (the “Company”), is made, entered into and effective this 1st day of July, 2017 (the “Effective Date”) by Planet Fitness, Inc., a Delaware corporation (the “Managing Member”), as sole managing member of the Company.
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”).
PLANET FITNESS MASTER ISSUER LLC, as Master Issuer, and CITIBANK, N.A., as Trustee and Series 2018-1 Securities Intermediary SERIES 2018-1 SUPPLEMENT Dated as of August 1, 2018 to BASE INDENTURE Dated as of August 1, 2018 $75,000,000 Series 2018-1...Planet Fitness, Inc. • August 1st, 2018 • Services-membership sports & recreation clubs • New York
SERIES 2018-1 SUPPLEMENT, dated as of August 1, 2018 (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 2018-1 Securities Intermediary, to the 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”).
FIRST AMENDMENT TO TAX RECEIVABLE AGREEMENTTax Receivable Agreement • February 29th, 2024 • Planet Fitness, Inc. • Services-membership sports & recreation clubs
This First Amendment to Tax Receivable Agreement (this “Amendment”) is made and entered into this 22nd day of December 2023, by and between TSG PF Investment L.L.C., a Delaware limited liability company (“TSG PF”), TSG PF Investment II L.L.C., a Delaware limited liability company (“TSG PF II”), TSG6 Management L.L.C., a Delaware limited liability company (the “TSG Representative” and together with TSG PF and TSG PF II, “TSG”), Planet Fitness, Inc., a Delaware corporation (“Planet”), The Christopher J. Rondeau Irrevocable GST Trust of 2012 and The Christopher J. Rondeau Revocable Trust of 2006 (together, “Rondeau Investors”) and The Marc Grondahl Revocable Trust of 2006 (“Grondahl Investor” and together with Rondeau Investors, the “Founder Investors”), in order to amend certain provisions of the Tax Receivable Agreement, entered into as of August 5, 2015, by and between TSG, Planet, the Founder Investors, Pla-Fit Holdings, LLC, a Delaware limited liability company, each of the Indirect
Planet Fitness, Inc. 2015 Omnibus Incentive Plan Non-statutory Stock Option AgreementStock Option Agreement • March 1st, 2021 • 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. 2015 Omnibus Incentive Plan (as amended from time to time, the “Plan”).
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).
TRANSITION AND CONSULTING AGREEMENTTransition and Consulting Agreement • March 1st, 2018 • Planet Fitness, Inc. • Services-membership sports & recreation clubs • New Hampshire
This Transition and Consulting Agreement (“Agreement”) is made and entered into between Planet Fitness, Inc., Planet Fitness Holdings, LLC and its parents, subsidiaries and affiliates (collectively, “the Company” or “Planet Fitness”) and Richard Moore (“Employee” or “you”) concerning the terms of your separation from the Company.
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.”
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).
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.
Governor Craig R. Benson Via Email Re: Appointment as Interim Chief Executive Officer Dear Governor Benson:Letter Agreement • November 9th, 2023 • Planet Fitness, Inc. • Services-membership sports & recreation clubs
This letter will confirm your appointment and agreement to serve as Interim Chief Executive Officer (“Interim CEO”) of Planet Fitness, Inc. (the “Company”), effective September 15, 2023 (the “Effective Date”).
CLASS A-1 NOTE PURCHASE AGREEMENT (SERIES 2022-1 VARIABLE FUNDING SENIOR NOTES, CLASS A-1) dated as of January 25, 2022 among Planet Fitness Master Issuer LLC, as Master Issuer, Planet Fitness SPV Guarantor LLC, Planet Fitness Franchising LLC, Planet...Note Purchase Agreement • January 26th, 2022 • Planet Fitness, Inc. • Services-membership sports & recreation clubs • New York
INVESTOR GROUP SUPPLEMENT, dated as of [ ], by and among (i) [ ] (the “Transferor Investor Group”), (ii) [ ] (the “Acquiring Investor Group”), (iii) the Funding Agent with respect to the Acquiring Investor Group listed on the signature pages hereof (each, a “Funding Agent”), and (iv) the Master Issuer, the Swingline Lender and the L/C Provider listed on the signature pages hereof.
Roger Chacko Via electronic deliveryLetter Agreement • August 8th, 2019 • Planet Fitness, Inc. • Services-membership sports & recreation clubs • New Hampshire
This letter agreement (this "Agreement") sets forth the terms and conditions whereby you agree to provide certain services (as described on Schedule 1) to Pla-Fit Franchise, LLC (the "Company").
November 7, 2023 Dear Tom:Planet Fitness, Inc. • February 29th, 2024 • Services-membership sports & recreation clubs
In consideration of your continued employment with Pla-Fit Franchise, LLC (the “Company”), you will have the opportunity to earn a cash retention bonus, subject to the terms and conditions set forth in this letter agreement (this “Agreement”).
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”).
PLANET FITNESS MASTER ISSUER LLC Series 2022-1 3.251% Fixed Rate Senior Secured Notes, Class A-2-I Series 2022-1 4.008% Fixed Rate Senior Secured Notes, Class A-2-II PURCHASE AGREEMENTPlanet Fitness, Inc. • January 26th, 2022 • Services-membership sports & recreation clubs • New York
The Offered Notes (i) will have terms and provisions that are summarized in the Pricing Disclosure Package (as defined below) and (ii) are to be issued pursuant to an Amended and Restated Base Indenture, to be dated as of the Closing Date (as defined below) (the “Base Indenture”), and a series supplement thereto to be dated February 10, 2022, (the “Series 2022-1 Supplement” and, together with the Base Indenture, the “Indenture”) each entered into between the Master Issuer and Citibank, N.A., a national banking association, as trustee (in such capacity, the “Trustee”) and as securities intermediary. The Master Issuer’s obligations under the Offered Notes will be jointly and severally irrevocably and unconditionally guaranteed (the “Guarantees”) by Planet Fitness SPV Guarantor LLC, a limited-purpose Delaware limited liability company (“Holding Company Guarantor”), Planet Fitness Franchising LLC, a limited-purpose Delaware limited liability company (the “Franchisor”), Planet Fitness Asset
AMENDMENT NO.1 TO THE EXCHANGE AGREEMENTThe Exchange Agreement • November 3rd, 2016 • Planet Fitness, Inc. • Services-membership sports & recreation clubs • Delaware
This AMENDMENT NO. 1 (this “Amendment”) to the Exchange Agreement, is made and entered into as of August 30, 2016, by and among Planet Fitness, Inc. (the “Company”), Pla-Fit Holdings, LLC (“Pla-Fit LLC”), and the holders of Holdings Units (as defined in the Exchange Agreement) and shares of Class B Common Stock (as defined in the Exchange Agreement) (each, a “Holder,” and together the “Holders”).
CONFIDENTIALITY, INVENTIONS AND NON-COMPETITION AGREEMENTInventions and Non-Competition Agreement • May 8th, 2019 • Planet Fitness, Inc. • Services-membership sports & recreation clubs • New Hampshire
I, the undersigned, acknowledge the importance to Planet Fitness Holdings, LLC and its parents, subsidiaries, affiliates or other related companies (collectively referred to as the “Company”), of protecting its confidential information and other legitimate business interests, including without limitation the valuable trade secrets and good will that it has developed or acquired. I also acknowledge that the Company is engaged in a highly competitive business, that its success in the marketplace depends upon the preservation of its confidential information and industry reputation, and that the Company’s practice of obtaining agreements such as this one is both known to me and reasonable. Therefore, in consideration of my initial and/or ongoing employment with the Company and my being granted access to trade secrets and other confidential information of the Company and its Affiliates, I agree as follows:
