EX-10.14



 Exhibit 10.14 

Approved April 30, 2013 

PLA-FIT HOLDINGS, LLC 

2013 EQUITY INCENTIVE PLAN 

1. Defined Terms. Exhibit A, which is incorporated by reference, defines the terms used in the Plan and sets forth operational rules
related to those terms. 
 2. Purpose. The Plan has been established to advance the interests of the Company and its Affiliates by
providing for the grant to Participants of interests in the Company in the form of Class M Units. Notwithstanding anything to the contrary in any document, it is intended that all Class M Units issued pursuant to this Plan qualify as “profits
interests” of the Partnership under Revenue Procedure 93-27, I.R.B. 1993-24, June 9, 1993 and Revenue Procedure 2001-43, I.R.B. 2001-34, August 2, 2001 and this Plan and the LLC Agreement shall be interpreted and applied
consistently therewith. 
 3. Administration. The Administrator has discretionary authority, subject only to the express provisions of
the Plan and the Award Agreements, to interpret the Plan; determine eligibility for and grant Awards; determine, modify or waive the terms and conditions of any Award; prescribe forms, rules and procedures; and otherwise do all things necessary to
carry out the purposes of the Plan. All determinations of the Administrator made with respect to the Plan or its operation are conclusive and bind all Participants. 

4. Maximum Number of Units Subject to Plan. A maximum number of 526.316 Class M Units will be available for grant under the Plan. Upon
and following the grant of the maximum number of Class M Units available under the Plan, no further Class M Units will be granted to any Participants except to the extent that Class M Units are made available again for grant under the Plan on
account of a (i) forfeiture of such Class M Units by a Participant or (ii) duly authorized increase in the number of available Class M Units for grant hereunder. 

5. Eligibility and Participation. The Administrator, in its sole discretion, will select Participants from among those key employees and
directors of, and consultants and advisors to, the Company or its Affiliates who, in the opinion of the Administrator, are in a position to make a significant contribution to the success of the Company and its Affiliates. 

6. Rules Applicable To Awards. 

(a) Award Provisions. The Administrator will determine the terms of all Awards, subject to the limitations provided herein, and shall
furnish to each Participant an Award Agreement setting forth the terms applicable to the Participant’s Award. By entering into an Award Agreement, the Participant agrees to the terms of the Award and of the Plan. Initially, unless the
Administrator determines otherwise, Awards granted under the Plan will be evidenced by grant documentation substantially in the form attached hereto as Exhibit B. 

(b) Transferability. All Awards are non-transferable, except as is permitted under the LLC Agreement. 







 7. Vesting, Etc. A Participant’s Award will vest on the terms and conditions set
forth in such Participant’s Award Agreement. 
 8. Adjustments. If prior to a Company Sale, there occurs any event or transaction
that would result in the dilution or enlargement of the rights of Participants under the Plan in a manner other than as intended by the Administrator, the Administrator may make such adjustments to the Plan and/or Awards as it determines, in its
sole discretion, are appropriate in order to avoid such unintended dilution or enlargement, including, without limitation, any necessary adjustments to the number of Class M Units awarded. For the avoidance of doubt, neither the existence of the
Plan nor the grant of any Awards shall in any way affect the right or power of the Company or any Affiliate to make or authorize any adjustment, recapitalization, reorganization, change of legal entity type or other change in the Company’s or
such Affiliate’s structure or business, in such entity’s sole discretion (a “Corporate Change”). In the event of any Corporate Change, in addition to the adjustments contemplated above in this Section 8, the Administrator,
in its sole discretion, may provide, in substitution for any or all outstanding Awards, such alternative consideration as it, in good faith, may determine to be equitable under the circumstances and may require in connection therewith the surrender
of all Awards so replaced. 
 9. Taxes. The Administrator may make such provision for the withholding of taxes as it deems necessary
and any payment to a Participant will be conditioned upon the full satisfaction of such withholding requirements. Each Participant who is a U.S. taxpayer agrees that, within thirty days of the date of grant of the Award, the Participant will make a
so-called “83(b) Election” by filing such election form with the appropriate office of the Internal Revenue Service and shall provide a copy of such election to the Administrator. 

10. Rights Limited. Nothing in the Plan will be construed as giving any Person the right to continued Employment with the Company or its
Affiliates. The loss of potential appreciation in Awards will not constitute an element of damages in the event of termination of Employment for any reason, even if the termination is in violation of an obligation of the Company or its Affiliate to
the Participant. 
 11. Section 409A. Awards under the Plan are intended to be exempt from the rules of Section 409A and
such Awards shall be construed accordingly. Granted Awards may be modified at any time, in the Administrator’s discretion, so as to increase the likelihood of exemption from or compliance with the rules of Section 409A, provided that,
unless contemplated by Section 8 of the Plan, no such amendment shall decrease the number of Class M Units subject to a Participant’s Award without the Participant’s consent. 

12. Payment of Awards. Participants will receive payments with respect to their Class M Units, if any, in accordance with the terms of
the LLC Agreement. 
 13. Amendment and Termination. The Administrator may at any time or times amend the Plan for any purpose which
may at the time be permitted by law, and may at any time terminate the Plan as to any future grants of Awards; provided, that except as otherwise 

  
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expressly provided in the Plan the Administrator may not, without the Participant’s consent, alter the terms of an Award so as to affect materially adversely the Participant’s rights
under the Award in any material respect, except to the extent the Administrator expressly reserved the right to do so in this Plan or at the time of the Award. The Plan and all Awards hereunder shall terminate on the ten year anniversary of the
Effective Date. 
 14. Other Compensation Arrangements. The existence of the Plan or the grant of any Award will not in any way affect
the right of the Company or an Affiliate to award a Person bonuses or other compensation in addition to Awards under the Plan. 
 15.
Miscellaneous. 
 (a) Waiver of Jury Trial. By accepting an Award under the Plan, each Participant waives any right to a trial
by jury in any action, proceeding or counterclaim concerning any rights under the Plan and any Award, or under any amendment, waiver, consent, instrument, document or other agreement delivered or which in the future may be delivered in connection
therewith, and agrees that any such action, proceedings or counterclaim shall be tried before a court and not before a jury. By accepting an Award under the Plan, each Participant certifies that no officer, representative, or attorney of the Company
or any Affiliate has represented, expressly or otherwise, that the Company would not, in the event of any action, proceeding or counterclaim, seek to enforce the foregoing waivers. 

(b) Limitation of Liability. Notwithstanding anything to the contrary in the Plan, neither the Company nor the Administrator, nor any
Person acting on behalf of the Company or the Administrator, shall be liable to any Participant or to the estate or beneficiary of any Participant by reason of any acceleration of income, any additional tax, or any other tax or liability asserted by
reason of the failure of an Award to satisfy the requirements of Section 409A, by reason of Section 4999 of the Code, or by reason of the failure of any Class M Unit to be treated or qualify as a profits interest. 

(c) Indemnification. To the fullest extent permitted by law, the members of Board of Managers and the Administrator shall be indemnified
and held harmless by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such Person in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party
or in which he or she may be involved by reason of any action or failure to act pursuant to this Plan. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled as a
matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless. 
 16. Governing Law.
Except as otherwise provided by the express terms of an Award Agreement, the provisions of the Plan and of Awards under the Plan shall be governed by and interpreted in accordance with the laws of the State of Delaware. 

17. Entire Agreement. This Plan, the Award Agreements and the LLC Agreement constitute the entire agreement with respect to the subject
matter hereof and thereof, provided that in the event of any inconsistency between this Plan and the Award Agreement, the terms and 

  
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conditions of the Award Agreement shall control. In the event of any inconsistency between the LLC Agreement and the Plan or an Award Agreement, the LLC Agreement shall control. Notwithstanding
anything to the contrary in any agreement, all parties hereto agree that any holder of a Class M Unit shall be treated as an owner of the Company for tax purposes. 

  
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 Approved April 30, 2013 

EXHIBIT A 

Definitions of Terms 

The following terms, when used in the Plan, will have the meanings and be subject to the provisions set forth below: 

“Administrator” means the compensation committee of the Board of Managers (or if one has not been formed by the Board of
Managers, then the Board of Managers). The Administrator may delegate ministerial tasks to any Persons as it deems appropriate. 

“Affiliate” means all Persons and entities directly or indirectly controlling, controlled by or under common control with the
Company, where control may be by either management authority or equity interest. 
 “Award” means an award of Class M Units
under the Plan. 
 “Award Agreement” means a written agreement between the Company and the Participant evidencing an Award.

 “Board of Managers” or “Board” means the Board of Managers of the Company. 

“Class M Unit” means a Class M Common Unit, as defined in the LLC Agreement. 

“Code” means the U.S. Internal Revenue Code of 1986 as from time to time amended and in effect, or any successor statute as
from time to time in effect. For the avoidance of doubt, any reference to any section of the Code includes reference to any regulations (including proposed or temporary regulations) promulgated under that section and any IRS guidance thereunder.

 “Company” means Pla-Fit Holdings, LLC, a Delaware limited liability company. 

“Company Sale” shall mean (i) the sale of all or substantially all of the Company’s and its subsidiaries’
assets, taken as a whole, to any Person (other than one of the members or any Affiliate of any member) or (ii) any other transaction, whether by sale of equity interests, sale of assets, merger, recapitalization, reorganization or otherwise,
pursuant to which one or more related Persons (other than one of the members of the Company or any of its respective Affiliates) shall own, directly or indirectly, in excess of 50% of the LLC Interests, in each case in a single transaction or series
of related transactions, but excluding a sale of equity interests to unrelated Persons on a public market. 
 “Effective
Date” means the date of adoption of this Plan by the Board of Managers. 
 “Employee” means any Person who is
employed by the Company or an Affiliate. 
 “Employment” means a Participant’s employment or other service
relationship with the Company and its Affiliates. Unless the Administrator provides otherwise, a Participant who receives an Award in his or her capacity as an Employee will be deemed to cease Employment








 
when the employee-employer relationship with the Company and its Affiliates ceases and a Participant who receives an Award in any other capacity will be deemed to continue Employment so long as
the Participant is providing substantial services in a capacity and to an entity described in Section 5. If a Participant’s relationship is with an Affiliate and that entity ceases to be an Affiliate, the Participant will be deemed to
cease Employment when the entity ceases to be an Affiliate unless the Participant transfers Employment to the Company or its remaining Affiliates. In any case in which payment under an Award consisting of “nonqualified deferred
compensation” subject to Section 409A of the Code is intended to satisfy Section 409A(a)(2) of the Code by reason of Section 409A(a)(2)(A)(i) of the Code (pertaining to distributions in connection with a separation from service),
any provision of the Award providing for payment upon a cessation of Employment shall be deemed modified (including by limiting the definition of “Affiliate” for purposes of this definition of “Employment” to those corporations
or other entities that stand in a relationship to the Company that would result in the Company and such corporation or other entity being treated as part of a single employer under Section 414(b) or Section 414(c) of the Code) to the
extent necessary to comply with Section 409A of the Code. 
 “Grant Date” means such date as set forth in each
Participant’s Award Agreement. 
 “LLC Agreement” means the Amended and Restated Limited Liability Company Agreement
of the Company dated November 8, 2012, as amended from time to time. 
 “LLC Interests” shall mean the equity
interests of the Company. 
 “Participant” means a Person who is granted an Award under the Plan. 

“Person” means any individual, partnership, corporation, company, association, trust, joint venture, limited liability
company, unincorporated organization, entity or division, or any government, governmental department or agency or political subdivision thereof. 

“Plan” means the 2013 Equity Incentive Plan, as from time to time amended and in effect. 

“Section 409A” means Section 409A of the Code. 

  
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 EXHIBIT B 

General Grant Form 

PLA-FIT HOLDINGS, LLC 
 CLASS M
UNIT AWARD AGREEMENT 
 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”). 
 WHEREAS, the Company desires
to grant to the Recipient an Award pursuant to the terms of the 2013 Equity Incentive Plan, as amended from time to time (the “Plan”); and 

WHEREAS, the parties hereto believe that it would be in the best interests of the Company if they agree, as provided in this Agreement, on
certain matters relating to confidentiality, restricted activities and the Recipient’s Award. 
 NOW THEREFORE, in consideration of the
foregoing, in the agreements set forth below and the parties’ desire to further the interests of the Company, the parties hereby agree with each other as follows: 

1. Grant. Subject to the terms set forth in this Agreement and in the Plan, including the condition that the Recipient
execute Attachement C and comply with the Restrictive Covenants contained therein, the Company hereby grants to the Recipient [•] Class M Units. 

2. Vesting; Repurchase Rights. 

(a) Vesting 
  

	 	(i)	Eighty percent of the Class M Units granted pursuant to the Award shall vest in equal installments on each of the first five anniversaries of the Grant Date subject to the Recipient’s continued Employment through
each applicable vesting date. Notwithstanding the preceding sentence, all Unvested Class M Units granted pursuant to the Award shall fully vest upon the occurrence of a Company Sale (as defined in the LLC Agreement) subject to the Recipient’s
continued Employment through the date of such Company Sale. Upon an initial public offering of the common stock of the Company, its parent, or a subsidiary registered on a Form S-1 under the Securities Act of 1933, as amended (an “Initial
Public Offering”), subject to the Recipient’s continued Employment through the date of such initial public offering the remaining twenty percent of the Class M Units granted pursuant to the award agreement shall vest. 









	 	(ii)	The portion of the Award which is or becomes vested in accordance with the provisions of this Agreement and not forfeited or repurchased pursuant to this Agreement is referred to as “Vested” for
purposes of this Agreement and the Plan and the portion of the Award which has not become vested pursuant to the terms of this Agreement is referred to is “Unvested” for purposes of this Agreement and the Plan. 


 

	 	(iii)	In the event of the termination of the Recipient’s employment for any reason (including death or disability), no additional portion of the Award will become Vested at or after the time of such termination and the
Unvested portion of the Award shall immediately be forfeited for no consideration due to the Recipient. The Recipient’s retention of the Vested portion of an Award shall in all cases be conditioned upon the Recipient signing and returning to
the Company (without revoking) a timely and effective release of claims in the form provided by the Company by the deadline specified therein, which in all events shall be not later than the fiftieth (50th) calendar day following the date of
termination. 

  

	 	(iv)	In the event the Recipient’s employment with the Company is terminated by the Company for Cause or for breach of the Restrictive Covenants, or upon the Recipient later breaching a Restrictive Covenant, the entirety
of the Award granted hereunder shall automatically be forfeited without any further action or payment whether or not some or all of such Award had become Vested at the time of such termination. 


(b) Repurchase Rights. 
  

	 	(i)	In the event that the Recipient is no longer Employed by the Company or any of its Affiliates for any reason, any then outstanding Vested Award will be subject to repurchase by the Company pursuant to the terms and
conditions set forth in this Section 2(b). The Company’s right to repurchase pursuant to this Section 2(b) is referred to herein as the “Repurchase Option” and all or any portion of any such outstanding and Vested
Award that the Company elects to repurchase hereunder, as applicable, is referred to herein individually as the “Repurchase Award” and collectively the “Repurchase Awards.” 


 

	 	(ii)	 Upon termination of the Recipient’s Employment for any reason, the Company may elect (A) at any time prior to a Company Sale or an Initial
Public Offering, as applicable, to purchase the Repurchase Awards at a price per Repurchase Award equal to the lesser of its Fair Value on the date the Recipient’s Employment terminated or the date the repurchase occurs or (B) at any time
on or following a Company Sale or an Initial Public Offering, as applicable, to purchase the Repurchase Awards at a 



  
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price per Repurchase Award equal to the Fair Value of such Award on the date the repurchase occurs (such amount, the “Repurchase Amount”). “Fair Value” is
defined as the amount the Recipient would receive in respect of the Vested portion of his or her Award if a Company Sale were consummated on the date the Fair Value is to be determined, all as determined in good faith by the Administrator.


  

	 	(iii)	The Company shall elect to exercise the Repurchase Option by delivering written notice at any time on or prior to a Company Sale (the “Repurchase Notice”) to the Recipient of the applicable Repurchase
Awards. The Repurchase Notice will include (i) the Administrator’s determination of Fair Value, (ii) the resulting calculation of the Repurchase Amount and (iii) a check for the Repurchase Amount. Following such payment
hereunder, the Recipient will have no further rights under this Agreement or the Plan. 

  

	 	(iv)	In the event that the Company has exercised the Repurchase Option pursuant to this Section 2(b) and has paid the Repurchase Amount and (a) the Recipient is not in compliance with all applicable provisions of
the Award Agreement and the Plan; (b) the Recipient breaches any agreement or covenant with the Company or its Affiliates with respect to non-competition, non-solicitation or confidentiality, or (c) the Company reasonably determines that
it could have terminated the Recipient’s Employment for Cause at the time the Recipient’s Employment terminated, the Recipient will be obligated to deliver to the Company, within five (5) days following notice from the Company that
such amount is due, the Repurchase Amount paid by the Company for the Repurchase Awards. 

 3. Restrictions on Transfer.
All Awards are non-transferable (other than as provided in the LLC Agreement), and in no event may the Recipient pledge, create a security interest in or lien on, or in any way encumber any Award. 

4. Definitions. Certain capitalized terms are used in this Agreement with the specific meanings defined herein. Any capitalized terms
used but not defined herein shall have the meanings ascribed to them in the Plan. For the purposes of this Agreement: 
 (a)
“Cause” shall mean (i) in the case of any Recipient who is party to an employment or severance-benefit agreement that contains a definition of “Cause,” the definition set forth in such agreement for so long as such
agreement is in effect or (ii) in the case of any other Recipient, “Cause” will mean (A) substantial failure to perform, or substantial negligence in the performance of the Recipient’s duties and responsibilities to the
Company or any of its subsidiaries, or (B) the commission by the Recipient of a felony or other crime involving moral turpitude, or (C) the commission by the Recipient of theft, fraud, embezzlement, material breach of trust or any material
act of dishonesty involving the Company or any of its Affiliates, or (D) a significant violation by the Recipient of the code of conduct of the Company or its subsidiaries or of any statutory or common law duty of loyalty to the Company or its
subsidiaries. 

  
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 (b) “Good Reason” shall mean “good reason” as defined in
Recipient’s employment agreement with the Company, if such agreement exists and defines good reason. 
 (c) “LLC
Agreement” means the Amended and Restated Limited Liability Company Agreement of the Company dated November 8, 2012 as amended from time to time. 

(d) “Restrictive Covenant” means the restrictive covenants set forth on Attachment C. 

5. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability
of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law. 

6. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Company and the Recipient and their respective
heirs, executors, administrators, legal representatives, successors and assigns. 
 7. No Rights to Employment. Nothing contained in
this Agreement shall be construed as giving the Recipient any right to be retained, in any position, as an employee or other service provider of the Company or any Affiliate thereof. 

8. Election under Section 83(b). The Recipient and the Recipient’s spouse, if applicable, shall execute and deliver to the
Company with this executed Agreement, a copy of the Acknowledgment and Statement of Decision Regarding Election Pursuant to Section 83(b) of the Code (the “Acknowledgment”) substantially in the form attached hereto as Attachment A,
together with a copy of the Election Pursuant to Section 83(b) of the Code, substantially in the form attached hereto as Attachment B. The Recipient should consult his or her tax advisor to determine if there is a comparable election to file in
the state of his or her residence and whether such filing is desirable under the circumstances. 
 9. Consultation with Counsel. The
Recipient hereby acknowledges and represents that he has had the opportunity to consult with independent legal counsel regarding his or her rights and obligations under this Agreement and that he or she fully understands the terms and conditions
contained herein. 
 10. Notice. All notices required or permitted hereunder shall be in writing and deemed effectively given upon
personal delivery or upon deposit in the United States Post Office, by registered or certified mail, postage prepaid, addressed to the other party hereto at the address shown beneath his or its respective signature to this Agreement, or at such
other address or addresses as either party shall designate to the other in accordance with this Section 10. 

  
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 11. Unit Certificate Restrictive Legends. Certificated Units evidencing the Award, to the
extent such certificates are issued, may bear such restrictive legends as the Company and/or the Company’s counsel may deem necessary or advisable under applicable law or pursuant to this Agreement, including, without limitation, the following
legends: 
 “THE UNITS OR OTHER INTERESTS REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON [DATE OF ISSUANCE], HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS (“STATE ACTS”) AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR
STATE ACTS OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE TRANSFER OF THE UNITS REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN AN AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, DATED AS OF NOVEMBER 8, 2012,
AS IT MAY BE AMENDED FROM TIME TO TIME, GOVERNING THE ISSUER (THE “COMPANY”) AND BY AND AMONG THE MEMBERS. A COPY OF SUCH AGREEMENT SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.” 

12. Pronouns. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine
or neuter forms, and the singular form of nouns and pronouns shall include the plural, and vice versa. 
 13. Entire Agreement. This
Agreement and Plan constitute the entire agreement between the parties, and supersedes all prior agreements and understandings, relating to the subject matter of this Agreement. 

14. Amendment. This Agreement may be amended or modified only by a written instrument executed by the Company and the Recipient. 

15. Governing Law. Except as expressly provided in Attachement C, this Agreement shall be construed, interpreted and enforced in
accordance with the laws of the State of Delaware. In the event of any alleged breach or threatened breach of this Agreement, the parties hereby consent and submit to the jurisdiction of the federal and state courts in and of the State of Delaware
and to service of legal process in the State of Delaware. 
 16. Power of Attorney. The Recipient hereby irrevocably constitutes and
appoints each of the Company and any of its officers with full power of substitution, acting jointly or severally, as its attorney-in-fact and agent to sign, execute and deliver, in its name and on its behalf, all or any such agreement, deeds,
instruments, documents and/or any counterpart thereof or certificates or to take any such action as it deems necessary from time to time or as is required under any applicable law to admit the Recipient as a member of the Company or to conduct the
business of the Company, including (without limitation) the power and authority to sign, execute and deliver (or attach signature pages to) (i) the LLC Agreement and (ii) any amendment to the LLC Agreement adopted in accordance


  
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with its terms. This power of attorney is given to secure the obligations of the Recipient hereunder and deemed coupled with an interest of the Company and is irrevocable. 

[The remainder of this page is intentionally left blank.] 

  
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 IN WITNESS WHEREOF, the parties hereto have executed this Award Agreement as of the day and year
first above written. 
  

			
	PLA-FIT HOLDINGS, LLC
		
	By:		  

	
	  
 Name of
Recipient:

	Address:









 ATTACHEMENT A 

ACKNOWLEDGMENT AND STATEMENT 

OF DECISION REGARDING ELECTION 

PURSUANT TO SECTION 83(b) OF 

THE INTERNAL REVENUE CODE 

The undersigned (which term includes the undersigned’s spouse), a Member of Pla-Fit Holdings, LLC, a Delaware Limited Liability Company
(the “Company”), and Participant in the Agreement with the Partnership (the “Agreement”) and a recipient of certain Units thereunder (the “Award”), hereby states, as of the date of issuance of the
Award, as follows: 
 1. The undersigned acknowledges receipt of a copy of the Agreement. The undersigned has carefully reviewed the
Agreement. 
 2. The undersigned either [check as applicable]: 

         (a) has consulted, and has been fully advised by, the undersigned’s own tax advisor,
                    , whose business address is
                    , regarding the federal, state and local tax consequences of being issued the Award under the Agreement, and particularly
regarding the advisability of making elections pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), and pursuant to the corresponding provisions, if any, of applicable state laws; or 

         (b) has knowingly chosen not to consult such tax advisor. 

3. The undersigned hereby states that the undersigned is making an election pursuant to Section 83(b) of the Code and is submitting to the
Partnership, together with the undersigned’s executed Agreement, a copy of an executed election form which is attached as Exhibit B to the Agreement. 

4. Neither the Company nor a representative of the Company has made any warranty or representation to the undersigned with respect to the tax
consequences of the issuance of the Award to the undersigned pursuant to the Agreement or of the making or failure to make an election pursuant to Section 83(b) of the Code or corresponding provisions, if any, of applicable state law. 

5. The undersigned is also submitting to the company, together with the Agreement, a copy of an executed election form, if an election is made,
of the undersigned pursuant to provisions of state law corresponding to Section 83(b) of the Code, if any, which are applicable to the issuance of the Award to the undersigned pursuant to the Agreement. 

  
 A-2 









							
	Date:						  

							Participant
				
	Date:						  

							Participant’s Spouse


  
 A-2 








 ATTACHEMENT B 

ELECTION PURSUANT TO SECTION 83(b) OF THE 

INTERNAL REVENUE CODE 
 The
undersigned hereby elects pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, to include in the undersigned’s gross income for the taxable year indicated below the excess (if any) of the fair market value of the
property described below, over the amount the undersigned paid for such property, if any, and supplies herewith the following information in accordance with the Treasury regulations promulgated under Section 83(b): 

1. The undersigned’s name, address and taxpayer identification (social security) number are: 

Name:                      
                                       

Address:
                                         
                
 Social Security #:
                                         
                        

The undersigned’s spouse’s name, address and taxpayer identification (social security) number are (complete if applicable): 

Name:                      
                                         
                                         
                                         
                                         
                               

Address:                      
                                         
                                         
                                         
                                         
                          

Social Security #:                  
                                         
                                         
                                         
                                         
             
 2. The property with respect to which the election is made
consists of                      Units (the “Award”) of Pla-Fit Holdings, LLC, a Delaware Limited Liability Company (the
“Company”), representing a profits interest in the Company. 
 3. The date on which the Award was transferred to the
undersigned was             , 2013 and the taxable year to which this election relates is 2013. 

4. The Award is subject to the following restrictions: (a) [•] Units will be forfeited if the undersigned ceases to be an employee of
the Partnership prior to the vesting date, and (b) 100% of the Units are subject to restrictions should the undersigned wish to transfer the Award (in whole or in part). 

5. The fair market value of the Award at the time of transfer (determined without regard to any restrictions other than those which by their
terms will never lapse) is $0. 
 6. The amount paid for the Award by the undersigned was $0. 

7. A copy of this election has been furnished to the Company, and the original will be filed with the income tax return of the undersigned to
which this election relates. 

  
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	Date:						  

							Participant
				
	Date:						  

							Participant’s Spouse


  
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 ATTACHEMENT C 

RESTRICTIVE COVENANTS 

April 30, 2013 
 I, the undersigned,
acknowledge the importance to Pla-Fit Holdings, LLC (the “Company”) and its Affiliates (as hereafter defined) of protecting their legitimate interests, including without limitation the valuable confidential information and goodwill
that they have developed or acquired. Therefore, in consideration of my initial or ongoing membership on the Board of Managers of, or other service relationship with, the Company, the award granted to me under the Pla-Fit Holdings, LLC 2013
Performance Incentive Plan and my being granted access to trade secrets and other confidential information of the Company and its Affiliates, and for other good and valuable consideration, the receipt and sufficiency of which I hereby acknowledge:

 1. I agree that all Confidential Information, as defined below, which I create or to which I have access as a result of my membership on the Board of
Managers and other associations with the Company and its Affiliates is and shall remain the sole and exclusive property of the Company and its Affiliates. I agree that, except as required for the proper performance of my regular duties for the
Company, as expressly authorized in writing in advance by an expressly authorized representative of the Company, or as required by applicable law, I will never, directly or indirectly, use or disclose any Confidential Information. I understand and
agree that this restriction shall continue to apply after the termination of my relationship with the Company, howsoever caused. Further, I agree to provide prompt notice to the Company of any required disclosure of Confidential Information sought
pursuant to subpoena, court order or any other legal requirement and to provide the Company a reasonable opportunity to seek protection of the Confidential Information prior to any such disclosure. 

2. I agree that all documents, records and files, in any media of whatever kind and description, relating to the business, present or otherwise, of the Company
or its Affiliates and any copies (including without limitation electronic), in whole or in part, thereof (“Documents” and each individually, a “Document”), whether or not prepared by me, shall be the sole and
exclusive property of the Company and its Affiliates. Except as required for the proper performance of my regular duties for the Company or as expressly authorized in writing in advance by an expressly authorized representative of the Company, I
will not copy any Documents or remove any Documents, or copies, from the premises of the Company or any of its Affiliates. I will safeguard, and return to the Company immediately upon termination of my relationship with the Company, and at such
other times as may be specified by the Company, all Documents and all other property of the Company and its Affiliates, and all documents, records and files of their customers, subcontractors and suppliers (“Third-Party Documents”
and each individually a “Third-Party Document”) and all other property of such customers, subcontractors and suppliers, then in my possession or control. 

3. I shall maintain accurate and complete records of, and shall immediately and fully disclose and deliver to the Company, all Intellectual Property, as
defined below. I have attached hereto as Exhibit A, a list describing all inventions, original works of authorship, developments, improvements, and trade secrets which were made by me prior to my relationship with the Company, which belong to
me and which are not assigned to the Company hereunder (collectively referred to as “Prior Inventions”) and, if no such list is attached, I represent and warrant that there are no such Prior Inventions. If I incorporate into any of
the Intellectual Property any Prior Inventions or any other 

  
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invention, improvement, development, concept, discovery or other proprietary information owned by me or in which I have an interest (collectively, including Prior Inventions, “Service
Provider Inventions”), I hereby grant the Company an irrevocable, worldwide, fully paid-up, royalty-free, non-exclusive license, with the right to sublicense through multiple tiers, to exploit or utilize the Intellectual Property as the
Company deems fit in its discretion. All copyrightable works that I create in the scope of my service relationship with the Company shall be considered “work made for hire” and shall, upon creation, be owned exclusively by the Company.

 4. I hereby assign and agree in the future to assign to the Company (or as otherwise directed by the Company) my full right, title and interest in and to
all Intellectual Property. I agree to provide, at the Company’s request, all further cooperation which the Company determines is necessary or desirable to accomplish the complete transfer of the Intellectual Property and all associated rights
to the Company, its successors, assigns and nominees, and to ensure the Company the full enjoyment of the Intellectual Property. To the extent that I cannot assign and transfer any of my full right, title, and interest in the Intellectual Property
then I hereby grant the Company and its Affiliates an irrevocable, worldwide, fully paid-up, royalty-free, exclusive license, with the right to sublicense through multiple tiers, to exploit or utilize the Intellectual Property as the Company deems
fit in its discretion. I will not charge the Company or any of its Affiliates, successors, or assigns for time spent in complying with these obligations under Paragraphs 4 and 5 of this Agreement. 

5. I agree that, during my service relationship with the Company and during the twelve (12) month period immediately following termination of that
relationship, I will not, directly or indirectly, compete, or undertake any planning to compete, with the Company or any of its Affiliates, in any geographic area in which the Company or any of its Affiliates conduct or are actively planning to
conduct their business (the “Restricted Area”), whether as an owner, partner, investor, consultant, employee or otherwise. Specifically, but without limiting the foregoing, I agree not to work or provide services, in any capacity,
whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person who is engaged in any business that is competitive with the Business of the Company or any of its Affiliates for which I have provided
services, as conducted or in planning during my employment, anywhere within the Restricted Area. For purposes of this agreement, the “Business of the Company” shall mean owning, franchising or operating low-price health and fitness
clubs and “low-price health and fitness clubs” shall mean health and fitness clubs that charge membership fees of thirty dollars ($30) or less per month. I understand that the foregoing shall not prevent my passive ownership of two
percent (2%) or less of the equity securities of any publicly traded company. 
 6. I agree that, during my service relationship with the Company and
during the twelve (12) month period immediately following termination of that relationship, I will not directly or indirectly (a) solicit or encourage any franchisee of the Company or any of its Affiliates to terminate or diminish its
relationship with them; or (b) seek to persuade any such franchisee or prospective franchisee of the Company or any of its Affiliates to conduct with anyone else any business or activity which such franchisee or prospective franchisee conducts
or could conduct with the Company or any of its Affiliates. 
 7. I agree that, during my service relationship with the Company and during the twelve
(12) month period immediately following termination of that relationship , I will not, and will not assist anyone else to, (a) hire or solicit for hiring any employee of the Company or any of its Affiliates or seek to persuade any employee
of the Company or any of its Affiliates to discontinue employment or (b) solicit or encourage any independent contractor providing services to the Company or any of its 

  
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Affiliates to terminate or diminish its relationship with them; provided, however, that these restrictions shall apply only to employees and independent contractors who have provided services to
the Company at any time within the immediately preceding two year period. 
 8. During the twelve (12) month period immediately following the
termination of my service relationship with the Company, I will notify the Company in writing of any change in my address and of each new job or other business activity in which I plan to engage at least two weeks prior to beginning such job or
activity. Such notice shall state the name and address of any new employer and the nature of my position. I agree to provide the Company with such other pertinent information concerning such business activity as the Company may reasonably request in
order to determine my continued compliance with my obligations under this Agreement. I agree to notify my new employers of my obligations under this Agreement and hereby consent to notification by the Company to my new employers about my obligations
under this Agreement. 
 9. In signing this Agreement, I give the Company assurance that I have carefully read and considered all the terms and conditions of
this Agreement, including the restraints imposed on me under this Agreement. I agree without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the goodwill, Confidential Information and
other legitimate interests of the Company and its Affiliates; that each and every one of those restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints will not prevent me from obtaining
other suitable employment during the period in which I am bound by these restraints. I agree that I will never assert, or permit to be asserted on my behalf, in any forum, any position contrary to the foregoing. I also acknowledge and agree that,
were I to breach any of the provisions of this Agreement, the harm to the Company and its Affiliates would be irreparable. I therefore agree that in the event of such a breach or threatened breach the Company and its Affiliates shall, in addition to
any other remedies available to them, shall be entitled to preliminary and permanent injunctive relief against any such breach or threatened breach by you, without having to post bond, and will additionally be entitled to recover its reasonable
attorney’s fees and costs. Without limiting the generality of the foregoing, I agree that, in the event of my breach of any of the provisions of this Agreement, the Company shall have the immediate right to cause to be cancelled, rescinded,
terminated, or otherwise limited or restricted, my award under the Pla-Fit Holdings, LLC 2013 Performance Incentive Plan. I further agree that, in the event that any provision of this Agreement shall be determined by any court of competent
jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent
permitted by law. Finally, no claimed breach of contact or other violation of law attributed to the Company, or change in the nature or scope of my service relationship with the Company, shall operate to excuse me from the performance of my
obligations under this Agreement. 
 10. For purposes of this Agreement, the following definitions apply: 

“Affiliates” means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company, where control
may be by management authority, equity interest or otherwise. 

  
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 “Confidential Information” means any and all information of the Company and its Affiliates that is not
generally known by others with whom the Company or any of its Affiliates competes or does business, or with whom any of them plans to compete or do business, and any and all information, publicly known in whole or in part or not, which, if disclosed
by the Company or any of its Affiliates, would assist in competition against them, including but not limited to (a) all proprietary information of the Company and its Affiliates, including but not limited to the products and services, technical
data, methods, processes, know-how, developments, inventions, and formulae of the Company and its Affiliates, (b) the development, research, testing, marketing and financial activities and strategic plans of the Company and its Affiliates,
(c) the manner in which they operate, (d) their costs and sources of supply, (e) the identity and special needs of the customers, prospective customers and franchisees of the Company and its Affiliates, and (f) the people and
organizations with whom the Company and its Affiliates have business relationships and those relationships. 
 “Intellectual Property” means
inventions, discoveries, developments, methods, processes, compositions, works, concepts, ideas and know-how (whether or not patentable or copyrightable or constituting trade secrets) conceived, made, created, developed or reduced to practice by me
during my service relationship with the Company that relate in any way to the business, products or services of the Company or any of its Affiliates or to any prospective activity of the Company or any of its Affiliates or that result from any work
performed by me for the Company or any of its Affiliates or that make use of the Confidential Information or of facilities or equipment of the Company or any of its Affiliates. 

“Person” means an individual, a corporation, a limited liability company, an association, a partnership, an estate, a trust and any other entity or
organization, other than the Company or any of its Affiliates. 
 11. This is a New Hampshire contract and shall be governed by and construed in accordance
with the laws of the State of New Hampshire, without regard to any conflict of laws principles to the contrary. In the event of any alleged breach of this Agreement, I hereby consent and submit to the jurisdiction of the federal and state courts in
and of the State of New Hampshire. 
 12. I represent and warrant that my service relationship with the Company and the execution and performance of this
Agreement will not breach or be in conflict with any other agreement to which I am a party or am bound and that I am not now subject to any covenants against competition or similar covenants or other obligation to third parties or to any court
order, judgment or decree that would affect the performance of my obligations hereunder or of my duties and responsibilities to the Company and its Affiliates. I will not disclose to or use on behalf of the Company or its Affiliates, or induce the
Company or any of its Affiliates to use, any proprietary information of any previous employer of mine or other third party without that party’s consent. 

13. This Agreement sets forth the entire agreement between me and the Company and supersedes all prior and contemporaneous communications, agreements and
understandings, written or oral, with respect to the subject matter hereof; provided, however, that this Agreement shall not terminate or supersede any additional obligations I may have pursuant to any other agreement or under applicable law with
respect to confidentiality, assignment of rights to intellectual property or the like. In the event of conflict between this Agreement and any prior agreement between me and the Company, this Agreement shall govern. No marking or like change to the
body of this Agreement shall be of any force or effect and this Agreement shall be interpreted as if such change had not been made. This Agreement may not be modified or amended, and no breach shall be deemed to be waived, unless agreed to in
writing by me and an expressly authorized officer of the Company. If any provision of this Agreement should, for any reason, be held invalid or unenforceable in any respect, it 

  
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shall not affect any other provisions, and shall be construed by limiting it so as to be enforceable to the maximum extent permissible by law. Provisions of this Agreement shall survive any
termination if so provided in this Agreement or if necessary or desirable to accomplish the purpose of other surviving provisions. 
 14. Neither the Company
nor I may make any assignment of this Agreement or any interest in it, by operation of law or otherwise, without the prior written consent of the other; provided, however, that the Company may assign its rights and obligations under this Agreement
without my consent (a) in the event that I am transferred to a position with one of the Company’s Affiliates or (b) in the event that the Company shall hereafter effect a reorganization, consolidate with, or merge into any Person or
Affiliate or transfer to any Person or Affiliate all or substantially all of the business, properties or assets of the Company. This Agreement shall inure to the benefit of and be binding upon me and the Company, and each of our respective
successors, executors, administrators, heirs, representatives and permitted assigns. I also agree that each of the Company’s Affiliates shall have the right to enforce all of my obligations to that Affiliate under this Agreement. 

15. I acknowledge and agree that this Agreement does not in any way restrict my right or that of the Company to terminate my service relationship with the
Company at any time, with or without notice or cause. In signing this Agreement, I give the Company assurance that I have read and understood, and have had a full and reasonable opportunity to consider, its terms and to consult with any person of my
choosing before signing; that I have not relied on any agreements or representations, express or implied, that are not set forth expressly in this Agreement; and that I have signed this Agreement knowingly and voluntarily. 

Intending to be legally bound hereby, I have signed this Agreement as of the day and year first written above. 

 

	
	Signature:                                    
                             
	
	Printed
Name:                                        
                  



  
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 EXHIBIT A 

LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP 
  

					
	 TITLE
	  	 DATE
	  	 IDENTIFYING NUMBER OR BRIEF
DESCRIPTION



                     No inventions or improvements

                      Additional sheets attached

 Signature of Recipient (as of the date first written above):