EX-4.2





 Exhibit 4.2 
  

 
 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 Variable Funding Senior Notes, Class A-1 
 $575,000,000
Series 2018-1 4.262% Fixed Rate Senior Secured Notes, Class A-2-I 

$625,000,000 Series 2018-1 4.666% Fixed Rate Senior Secured Notes, Class A-2-II 
  
  












 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	 PRELIMINARY STATEMENT
	  	 	1	 
		
	 DESIGNATION
	  	 	1	 
		
	 ARTICLE I DEFINITIONS
	  	 	1	 
		
	 ARTICLE II INITIAL ISSUANCE, INCREASES AND DECREASES OF SERIES 2018-1 CLASS A-1 OUTSTANDING PRINCIPAL AMOUNT
	  	 	2	 
			
	 Section 2.1
	 	Procedures for Issuing and Increasing Initial Issuance and Increases of the Series 2018-1 Class A-1 Outstanding Principal Amount	  	 	2	 
	 Section 2.2
	 	Procedures for Decreasing the Series 2018-1 Class A-1 Outstanding Principal Amount	  	 	3	 
		
	 ARTICLE III SERIES 2018-1 ALLOCATIONS;
PAYMENTS
	  	 	4	 
			
	 Section 3.1
	 	Allocations with Respect to the Series 2018-1 Notes	  	 	4	 
	 Section 3.2
	 	Interim Allocation Date Applications; Quarterly Payment Date Applications	  	 	4	 
	 Section 3.3
	 	Certain Distributions from the Series 2018-1 Distribution Accounts	  	 	4	 
	 Section 3.4
	 	Series 2018-1 Class A-1 Interest and Certain Fees.	  	 	5	 
	 Section 3.5
	 	Series 2018-1 Class A-2 Interest.	  	 	6	 
	 Section 3.6
	 	Payment of Series 2018-1 Note Principal	  	 	7	 
	 Section 3.7
	 	Series 2018-1 Class A-1 Distribution Account	  	 	12	 
	 Section 3.8
	 	Series 2018-1 Class A-2 Distribution Account	  	 	13	 
	 Section 3.9
	 	Trustee as Securities Intermediary	  	 	14	 
	 Section 3.10
	 	Manager	  	 	15	 
	 Section 3.11
	 	Replacement of Ineligible Accounts	  	 	15	 
		
	 ARTICLE IV FORM OF SERIES 2018-1
NOTES
	  	 	16	 
			
	 Section 4.1
	 	Issuance of Series 2018-1 Class A-1 Notes	  	 	16	 
	 Section 4.2
	 	Issuance of Series 2018-1 Class A-2 Notes	  	 	17	 
	 Section 4.3
	 	Transfer Restrictions of Series 2018-1 Class A-1 Notes	  	 	18	 
	 Section 4.4
	 	Transfer Restrictions of Series 2018-1 Class A-2 Notes	  	 	20	 
	 Section 4.5
	 	Note Owner Representations and Warranties	  	 	25	 
	 Section 4.6
	 	Limitation on Liability	  	 	26	 
		
	 ARTICLE V GENERAL
	  	 	26	 
			
	 Section 5.1
	 	Information	  	 	26	 
	 Section 5.2
	 	Exhibits	  	 	27	 
	 Section 5.3
	 	Ratification of Base Indenture	  	 	27	 
	 Section 5.4
	 	Certain Notices to the Rating Agencies	  	 	27	 
	 Section 5.5
	 	Prior Notice by Trustee to the Controlling Class Representative and Control Party	  	 	27	 
	 Section 5.6
	 	Counterparts	  	 	28	 
	 Section 5.7
	 	Governing Law	  	 	28	 


  
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	 Section 5.8
	 	Amendments	  	 	28	 
	 Section 5.9
	 	Termination of Series Supplement	  	 	28	 
	 Section 5.10
	 	Entire Agreement	  	 	28	 
	 Section 5.11
	 	1934 Act	  	 	28	 

 ANNEXES 
  

			
	Annex A	  	Series 2018-1 Supplemental Definitions List
		
	EXHIBITS	  	
		
	Exhibit A-1-1:	  	Form of Series 2018-1 Class A-1 Advance Note
	Exhibit A-1-2:	  	Form of Series 2018-1 Class A-1 Swingline Note
	Exhibit A-1-3:	  	Form of Series 2018-1 Class A-1 L/C Note
	Exhibit A-2-1:	  	Form of Rule 144A Global Series 2018-1 Class A-2-I Note
	Exhibit A-2-2:	  	Form of Rule 144A Global Series 2018-1 Class A-2-II Note
	Exhibit A-2-3:	  	Form of Temporary Regulation S Global Series 2018-1 Class A-2-I Note
	Exhibit A-2-4:	  	Form of Temporary Regulation S Global Series 2018-1 Class A-2-II Note
	Exhibit A-2-5:	  	Form of Permanent Regulation S Global Series 2018-1 Class A-2-I Note
	Exhibit A-2-6:	  	Form of Permanent Regulation S Global Series 2018-1 Class A-2-II Note
	Exhibit B-1:	  	Form of Transferee Certificate
	Exhibit B-2:	  	Form of Transferee Certificate
	Exhibit B-3:	  	Form of Transferee Certificate
	Exhibit B-4:	  	Form of Transferee Certificate
	Exhibit C:	  	Form of Quarterly Noteholders’ Report


  
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 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”). 

PRELIMINARY STATEMENT 

WHEREAS, Sections 2.2 and 13.1 of the Base Indenture provide, among other things, that the Master Issuer and
the Trustee may at any time and from time to time enter into a Series Supplement to the Base Indenture for the purpose of authorizing the issuance of one or more Series of Notes (as defined in Annex A of the Base Indenture)
upon satisfaction of the conditions set forth therein; and 
 WHEREAS, all such conditions have been met for the issuance of the Series of
Notes authorized hereunder. 
 NOW, THEREFORE, the parties hereto agree as follows: 

DESIGNATION 
 There is
hereby created a Series of Notes to be issued pursuant to the Base Indenture and this Series Supplement, and such Series of Notes shall be designated as Series 2018-1 Notes. On the Closing Date, two Classes of
Notes of such Series shall be issued: (a) Series 2018-1 Variable Funding Senior Notes, Class A-1 (as referred to herein, the “Series 2018-1 Class A-1 Notes”) and (b) Series 2018-1 Senior Notes,
Class A-2 (as referred to herein, the “Series 2018-1 Class A-2 Notes”). The Series 2018-1 Class A-1 Notes shall be issued in three Subclasses: (i) Series 2018-1
Class A-1 Advance Notes (as referred to herein, the “Series 2018-1 Class A-1 Advance
Notes”), (ii) Series 2018-1 Class A-1 Swingline Notes (as referred to herein, the “Series 2018-1
Class A-1 Swingline Notes”) and (iii) Series 2018-1 Class A-1 L/C Notes (as referred to
herein, the “Series 2018-1 Class A-1 L/C Notes”). The Series 2018-1 Class A-2 Notes shall be issued in two Tranches: (i) Series 2018-1 4.262% Fixed Rate Senior Secured Notes, Class A-2-I (as referred to herein, the “Series 2018-1
Class A-2-I Notes”) and (ii) Series 2018-1 4.666% Fixed Rate Senior Secured Notes, Class A-2-II (as referred to herein, the “Series 2018-1 Class A-2-II Notes”) and, together with the Series 2018-1 Class A-1 Notes and the Series 2018-1 Class A-2-I Notes, the “Series 2018-1 Notes”. For purposes of the
Base Indenture and this Series Supplement, the Series 2018-1 Class A-1 Notes and the Series 2018-1 Class A-2 Notes shall be deemed to be separate Classes of “Senior Notes”. 

ARTICLE I 

DEFINITIONS 
 All
capitalized terms used herein (including in the preamble and the recitals hereto) and not otherwise defined herein shall have the meanings assigned to such terms in the Series 2018-1 Supplemental Definitions
List attached hereto as Annex A (the “Series 2018-1 Supplemental Definitions List”) as such Series 2018-1 Supplemental
Definitions List may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof. All capitalized terms not otherwise defined herein or therein shall have the meanings assigned thereto in the Base Indenture
or Base Indenture Definitions List attached to the Base Indenture as Annex A thereto, as such Base Indenture or Base Indenture Definitions List may be amended, supplemented or otherwise modified from time to time in
accordance with the terms of the Base Indenture. Unless otherwise specified herein, all Article, Exhibit, Section or Subsection references herein shall refer to Articles, Exhibits, Sections or Subsections of the Base Indenture or this













 
Series Supplement (as indicated herein). Unless otherwise stated herein, as the context otherwise requires or if such term is otherwise defined in the Base Indenture, each capitalized term used
or defined herein shall relate only to the Series 2018-1 Notes and not to any other Series of Notes issued by the Master Issuer. The rules of construction set forth in Section 1.4 of
the Base Indenture shall apply for all purposes under this Series Supplement. 
 ARTICLE II 

INITIAL ISSUANCE, INCREASES AND DECREASES OF 

SERIES 2018-1 CLASS A-1 OUTSTANDING PRINCIPAL AMOUNT

 Section 2.1 Procedures for Issuing and Increasing Initial Issuance and Increases of the Series 2018-1 Class A-1 Outstanding Principal Amount. 

(a) Subject to satisfaction of the conditions precedent to the making of Series 2018-1 Class A-1 Advances set forth in the Series 2018-1 Class A-1 Note Purchase Agreement, (i) on the Closing Date, the Master
Issuer may cause the Series 2018-1 Class A-1 Initial Advance Principal Amount to become outstanding by drawing ratably, at par, the initial principal amounts of the
Series 2018-1 Class A-1 Advance Notes corresponding to the aggregate amount of the Series 2018-1 Class A-1 Advances made on the Closing Date (the “Series 2018-1 Class A-1 Initial
Advance”) and (ii) on any Business Day during the Series 2018-1 Class A-1 Commitment Term that does not occur during a Cash Trapping Period, the
Master Issuer may increase the Series 2018-1 Class A-1 Outstanding Principal Amount (such increase referred to as an “Increase”), by drawing
ratably (or as otherwise set forth in the Series 2018-1 Class A-1 Note Purchase Agreement), at par, additional principal amounts on the Series 2018-1 Class A-1 Advance Notes corresponding to the aggregate amount of the Series 2018-1
Class A-1 Advances made on such Business Day; provided that at no time may the Series 2018-1 Class A-1
Outstanding Principal Amount exceed the Series 2018-1 Class A-1 Notes Maximum Principal Amount. The Series 2018-1 Class A-1 Initial Advance and each Increase shall be made in accordance with the provisions of Sections 2.02 and 2.03 of the Series 2018-1 Class A-1 Note Purchase Agreement and shall be ratably (except as otherwise set forth in the Series 2018-1 Class A-1 Note
Purchase Agreement) allocated among the Series 2018-1 Class A-1 Noteholders (other than the Series 2018-1 Class A-1 Subfacility Noteholders in their capacity as such) as provided therein. Proceeds from the Series 2018-1 Class A-1
Initial Advance and each Increase shall be paid as directed by the Master Issuer in the applicable Series 2018-1 Class A-1 Advance Request or as otherwise set forth
in the Series 2018-1 Class A-1 Note Purchase Agreement. Upon receipt of written notice from the Master Issuer or the Administrative Agent of the Series 2018-1 Class A-1 Initial Advance and any Increase, the Trustee shall indicate in its books and records the amount of the Series
2018-1 Class A-1 Initial Advance or such Increase, as applicable. 

(b) Subject to satisfaction of the applicable conditions precedent set forth in the Series 2018-1 Class A-1 Note Purchase Agreement, on the Series 2018-1 Closing Date, the Master Issuer may cause (i) the Series 2018-1
Class A-1 Initial Swingline Principal Amount to become outstanding by drawing, at par, the initial principal amounts of the Series 2018-1 Class A-1 Swingline
Notes corresponding to the aggregate amount of the Series 2018-1 Class A-1 Swingline Loans made on the Closing Date pursuant to
Section 2.06 of the Series 2018-1 Class A-1 Note Purchase Agreement and (ii) the Series
2018-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount to become outstanding by drawing, at par, the initial principal amounts of the Series 2018-1 Class A-1 L/C Notes corresponding to the aggregate Undrawn L/C Face Amount of the Letters of Credit issued on the Closing Date pursuant to
Section 2.07 of the Series 2018-1 Class A-1 Note Purchase Agreement; provided that at no time may the Series 2018-1 Class A-1 Outstanding Principal Amount exceed the Series 2018-1 Class A-1
Notes Maximum Principal Amount. The procedures relating to increases in the Series 2018-1 Class A-1 Outstanding Subfacility Amount (each such increase, a
“Subfacility Increase”) through borrowings of Series 2018-1 Class A-1 Swingline Loans 

  
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and issuance or incurrence of Series 2018-1 Class A-1 L/C Obligations are set forth in the Series 2018-1 Class A-1 Note Purchase Agreement. Upon receipt of written notice from the Master Issuer or the Administrative Agent of the issuance of the Series 2018-1 Class A-1 Initial Swingline Principal Amount and the Series 2018-1 Class A-1
Initial Aggregate Undrawn L/C Face Amount and any Subfacility Increase, the Trustee shall indicate in its books and records the amount of each such issuance and Subfacility Increase. 

Section 2.2 Procedures for Decreasing the Series 2018-1 Class A-1 Outstanding Principal Amount. 
 (a) Mandatory Decrease. Whenever a Series 2018-1 Class A-1 Excess Principal Event shall have occurred, then, on or before 10:00 a.m. (Eastern time) on the fourth Business Day immediately following the date
on which the Manager or the Master Issuer obtains knowledge of such Series 2018-1 Class A-1 Excess Principal Event, the Master Issuer shall deposit in the Series 2018-1 Class A-1 Distribution Account the amount of funds referred to in the next sentence and shall direct the Trustee in writing to distribute such funds in accordance
with the Class A-1 Order of Distribution. Such written direction of the Master Issuer shall include a report that will provide for the distribution of (i) funds sufficient to decrease the Series 2018-1 Class A-1 Outstanding Principal Amount by the lesser of (x) the amount necessary, so that after giving effect to such decrease of the Series 2018-1 Class A-1 Outstanding Principal Amount on such date, no such Series 2018-1
Class A-1 Excess Principal Event shall exist and (y) the amount that would decrease the Series 2018-1 Class A-1
Outstanding Principal Amount to zero (each decrease of the Series 2018-1 Class A-1 Outstanding Principal Amount pursuant to this
Section 2.2(a), or any other required payment of principal in respect of the Series 2018-1 Class A-1 Notes pursuant to
Section 3.6 of this Series Supplement, a “Mandatory Decrease”), plus (ii) any associated Series 2018-1
Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 2018-1
Class A-1 Note Purchase Agreement). Such Mandatory Decrease shall be allocated among the Series 2018-1 Class A-1
Noteholders in accordance with the Class A-1 Order of Distribution. Upon obtaining knowledge of such a Series 2018-1
Class A-1 Excess Principal Event, the Master Issuer promptly, but in any event within two (2) Business Days, shall deliver written notice (which may be given by
e-mail of a .pdf or similar file) of the need for any such Mandatory Decreases to the Trustee and the Administrative Agent. In connection with any Mandatory Decrease, the Master Issuer shall reimburse the
Trustee, the Servicer and the Manager, as applicable, for any unreimbursed Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate). 

(b) Voluntary Decrease. Except as provided in Section 2.2(d), on any Business Day, the Master Issuer may
decrease the Series 2018-1 Class A-1 Outstanding Principal Amount (each such decrease of the Series 2018-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.2(b), a “Voluntary Decrease”) by depositing in the Series
2018-1 Class A-1 Distribution Account not later than 10:00 a.m. (Eastern time) on the date specified as the decrease date in the prior written notice referred
to below and providing a written report to the Trustee directing the Trustee to distribute in accordance with the Class A-1 Order of Distribution (i) an amount (subject to the last sentence of this
Section 2.2(b)) up to the Series 2018-1 Class A-1 Outstanding Principal Amount equal to the amount of such Voluntary Decrease, plus
(ii) any associated Series 2018-1 Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 2018-1 Class A-1 Note Purchase Agreement); provided that to the extent the deposit into the Series 2018-1 Class A-1 Distribution Account described above is made after 3:00 p.m. (Eastern time) on any Business Day, the same shall be deemed to be deposited on the following Business Day; provided,
further, that (x) in the case of Eurodollar Advances or CP Advances, the Master Issuer shall provide written notice no later than 12:00 p.m. (Eastern time) at least three (3) Business Days prior to such Voluntary Decrease and
(y) in the case of Base Rate Advances, the Master Issuer shall provide written notice no later than 12:00 p.m. (Eastern time) at least one (1) Business Day prior to such Voluntary Decrease, in each case to each Series 2018-1 Class A-1 Investor and the Administrative Agent; provided, further, that the Master Issuer shall provide written notice to the Trustee


  
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of any Voluntary Decrease no later than 12:00 p.m. (Eastern time) at least one (1) Business Day prior to such Voluntary Decrease. Each such Voluntary Decrease shall be in a minimum principal
amount as provided in the Series 2018-1 Class A-1 Note Purchase Agreement. In connection with any Voluntary Decrease, the Master Issuer shall reimburse the Trustee,
the Servicer and the Manager, as applicable, for any unreimbursed Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate). 

(c) The Trustee shall indicate in its books and records any such reduction in the Series 2018-1 Class A-1 Commitments. 
 (d) The Series 2018-1 Class A-1 Note Purchase Agreement sets forth additional procedures relating to decreases in the Series 2018-1 Class A-1
Outstanding Subfacility Amount (each such decrease, together with any Voluntary Decrease or Mandatory Decrease allocated to the Series 2018-1 Class A-1 Subfacility
Noteholders, a “Subfacility Decrease”) through (i) borrowings of Series 2018-1 Class A-1 Advances to repay Series 2018-1 Class A-1 Swingline Loans and Series 2018-1 Class A-1L/C Obligations or
(ii) optional prepayments of Series 2018-1 Class A-1 Swingline Loans on same day notice. Upon receipt of written notice from the Master Issuer or the
Administrative Agent of any Subfacility Decrease, the Trustee shall indicate in its books and records the amount of such Subfacility Decrease. 

(e) The Series 2018-1 Class A-1 Note Purchase Agreement
also sets forth procedures relating to permanent reductions in the Series 2018-1 Class A-1 Notes Maximum Principal Amount. 

ARTICLE III 
 SERIES 2018-1 ALLOCATIONS; PAYMENTS 
 With respect to the Series
2018-1 Notes only, the following shall apply: 
 Section 3.1 Allocations with Respect to the
Series 2018-1 Notes. On the Series 2018-1 Closing Date, a portion of the net proceeds from the initial sale of the Series
2018-1 Notes shall be deposited into the Senior Notes Interest Reserve Account in an amount equal to the Senior Notes Interest Reserve Account Deficiency Amount as of the Series
2018-1 Closing Date. The remainder of the net proceeds from the sale of the Series 2018-1 Notes shall be paid to, or at the direction of, the Master Issuer. 

Section 3.2 Interim Allocation Date Applications; Quarterly Payment Date Applications. On each Interim Allocation Date, the Master
Issuer (or the Manager on its behalf) shall instruct the Trustee in writing to allocate from the Collection Account all amounts relating to the Series 2018-1 Notes pursuant to, and to the extent that funds are
available therefor in accordance with the provisions of, the Priority of Payments. 
 Section 3.3 Certain Distributions from the
Series 2018-1 Distribution Accounts and the Collection Account. On each Quarterly Payment Date, based solely upon the most recent Quarterly Noteholders’ Report, and in the order of priority of such
amounts set forth in the Priority of Payments, the Trustee shall, in accordance with Section 6.1 of the Base Indenture, remit (i) to the Series 2018-1 Class A-1 Noteholders from the Series 2018-1 Class A-1 Distribution Account, in accordance with the Class A-1 Order of Distribution, the amounts deposited in the Series 2018-1 Class A-1 Distribution Account in accordance with
the Base Indenture for the payment of interest, fees, principal (to the extent applicable) and other amounts in respect of the Series 2018-1 Class A-1 Notes on such
Quarterly Payment Date and (ii) to the Series 2018-1 Class A-2 Noteholders from the Series 2018-1 Class A-2 Distribution Account, the amounts deposited in the Series 2018-1 Class A-2 Distribution Account in accordance with
the Base Indenture for the payment of interest, principal (to the extent applicable) and other amounts in respect of the Series 2018-1 Class A-2 Notes on such
Quarterly Payment Date. On each Interim Allocation Date the Trustee shall withdraw from the Collection Account amounts required to be paid to the Administrative Agent pursuant to the Priority of Payments and remit such amounts to the Administrative
Agent in accordance with the terms of the Indenture. 

  
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 Notwithstanding anything to the contrary herein or in the Base Indenture, except as
(i) provided under Section 3.6(f) or (ii) explicitly directed by the Master Issuer (or the Manager on its behalf) with respect to payments of Quarterly Scheduled Principal Amounts made under
Section 3.6(c)(ii) on Quarterly Payment Dates with respect to which the Series 2018-1 Non-Amortization Test has been satisfied, each payment in
respect of the Series 2018-1 Class A-2 Notes shall be distributed between the Tranches (A) based upon such amounts due with respect to interest on, principal
of or otherwise with respect to such Tranches as provided hereunder; provided that, in each case, any shortfall in such payment amount shall be allocated ratably based on the Series 2018-1 Class A-2 Outstanding Principal Amount of each Tranche or (B) if not explicitly provided hereunder, ratably based on the Series 2018-1
Class A-2 Outstanding Principal Amount of each Tranche; provided that, in each of the cases set forth under clauses (A) and (B) above, all distributions to Noteholders of a
Tranche shall be ratably allocated among the Noteholders within each applicable Tranche based on their respective portion of the Series 2018-1 Class A-2 Outstanding
Principal Amount of such Tranche. 
 Section 3.4 Series 2018-1 Class A-1 Interest and Certain Fees. 
 (a) Series
2018-1 Class A-1 Notes Interest and L/C Fees. From and after the Closing Date, the applicable portions of the Series 2018-1 Class A-1 Outstanding Principal Amount shall accrue (i) interest at the Series 2018-1
Class A-1 Note Rate and (ii) L/C Quarterly Fees at the applicable rates provided therefor in the 2018-1 Class A-1
Note Purchase Agreement, as applicable. Such accrued interest and fees shall be due and payable in arrears on each Quarterly Payment Date from amounts that are made available for payment thereof (i) on any related Interim Allocation Date in
accordance with the Priority of Payments and (ii) on such Quarterly Payment Date in accordance with Section 5.12 of the Base Indenture, commencing on December 5, 2018; provided that in any event all accrued
but unpaid interest and fees shall be paid in full on the Series 2018-1 Legal Final Maturity Date, on any Series 2018-1 Prepayment Date with respect to a prepayment in
full of the Series 2018-1 Class A-1 Notes, on any day when the Commitments are terminated in full, or on any other day on which all of the Series 2018-1 Class A-1 Outstanding Principal Amount is required to be paid in full, in each case pursuant to, and in accordance with, the provisions of the Priority of
Payments. To the extent any such amount is not paid on a Quarterly Payment Date when due, such unpaid amount (net of all Debt Service Advances with respect thereto, a “Class A-1
Quarterly Interest Shortfall Amount”) shall accrue interest at the Series 2018-1 Class A-1 Note Rate. 

(b) Undrawn Commitment Fees. From and after the Closing Date, Undrawn Commitment Fees shall accrue as provided in the Series 2018-1 Class A-1 Note Purchase Agreement. Such accrued fees shall be due and payable in arrears on each Quarterly Payment Date, from amounts that are made available for
payment thereof (i) on any related Interim Allocation Date in accordance with the Priority of Payments and (ii) on such Quarterly Payment Date in accordance with Section 5.12 of the Base Indenture, commencing on
December 5, 2018. To the extent any such amount is not paid on a Quarterly Payment Date when due (a “Series 2018-1 Class A-1 Quarterly
Commitment Fees Shortfall Amount”), such unpaid amount shall accrue interest at the Series 2018-1 Class A-1 Note Rate. 

(c) Series 2018-1 Class A-1 Post-Renewal
Date Contingent Interest. Following a Series 2018-1 Class A-1 Notes Amortization Event additional interest shall accrue on the Series 2018-1 Class A-1 Outstanding Principal Amount (excluding any Undrawn L/C Face Amounts included therein) at a rate equal to 5.00% per annum (the “Series 2018-1 Class A-1 Post-Renewal Date Contingent Interest Rate”), calculated in accordance with Section 3.01(f) of the
Series 2018-1 Class A-1 Note Purchase Agreement, in addition to the regular interest that shall continue to accrue at the Series
2018-1 Class A-1 

  
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Note Rate. Any Series 2018-1 Class A-1 Post-Renewal Date Contingent Interest Amount shall be due and payable
on any applicable Quarterly Payment Date, as and when amounts are made available for payment thereof (i) on any related Interim Allocation Date in accordance with the Priority of Payments and (ii) on such Quarterly Payment Date in
accordance with Section 5.12 of the Base Indenture, in the amount so made available, and failure to pay any Series 2018-1 Class A-1
Post-Renewal Date Contingent Interest Amount in excess of available amounts in accordance with the foregoing shall not be an Event of Default and interest will not accrue on any unpaid portion thereof. 

(d) Series 2018-1 Class A-1 Initial
Interest Accrual Period. The initial Interest Accrual Period for the Series 2018-1 Class A-1 Notes shall commence on the Closing Date and end on (but exclude)
December 5, 2018. 
 Section 3.5 Series 2018-1 Class A-2 Interest. 
 (a) Series 2018-1 Class A-2 Notes Interest. From the Series 2018-1 Closing Date until the Series 2018-1
Class A-2 Outstanding Principal Amount with respect to a Tranche has been paid in full, the Series 2018-1 Class A-2
Outstanding Principal Amount with respect to such Tranche (after giving effect to all payments of principal made to Series 2018-1 Class A-2 Noteholders as of the
first day of each Interest Accrual Period, or if such day is not a Quarterly Payment Date, as of the following Quarterly Payment Date, and also giving effect to repurchases and cancellations of Series 2018-1 Class A-2 Notes during such Interest Accrual Period) shall accrue interest at the Series 2018-1 Class A-2 Note Rate for such
Tranche. Such accrued interest shall be due and payable in arrears on each Quarterly Payment Date, from amounts that are made available for payment thereof (i) on any related Interim Allocation Date in accordance with the Priority of Payments
and (ii) on such Quarterly Payment Date in accordance with Section 5.13 of the Base Indenture, commencing on December 5, 2018; provided that in any event all accrued but unpaid interest on the Series 2018-1 Class A-2 Outstanding Principal Amount shall be due and payable in full on the Series 2018-1 Legal Final Maturity Date, on
any Series 2018-1 Class A-2 Prepayment Date with respect to a prepayment in full of any Tranche or on any other day on which all of the Series 2018-1 Class A-2 Outstanding Principal Amount is required to be paid in full. To the extent any interest accruing at the Series
2018-1 Class A-2 Note Rate for any Tranche is not paid on a Quarterly Payment Date when due, such unpaid interest (net of all Debt Service Advances with respect
thereto, a “Class A-2 Quarterly Interest Shortfall Amount”) shall accrue interest at the Series 2018-1 Class A-2 Note Rate for such Tranche. All computations of interest at the Series 2018-1 Class A-2 Note Rate shall be made on
the basis of a year of 360 days and twelve 30-day months. 
 (b) Series 2018-1 Class A-2 Quarterly Post-ARD Contingent Interest. 

(i) Post-ARD Contingent Interest. From and after the Series
2018-1 Anticipated Repayment Date, as applicable to each Tranche, until the Series 2018-1 Class A-2 Outstanding Principal
Amount with respect to such Tranche has been paid in full, additional interest (“Series 2018-1 Class A-2 Quarterly Post-ARD Contingent Interest”) shall accrue on such Tranche at a per annum rate (equal to the rate determined by the Servicer to be the greater of (A) 5.00% per annum and (B) a rate equal to the
amount, if any, by which (a) the sum of (x) the yield to maturity (adjusted to a quarterly bond-equivalent basis) on the Series 2018-1 Anticipated Repayment Date for such Tranche of the United
States Treasury Security having a term closest to ten (10) years, plus (y) 5.00%, plus (z) (1) with respect to the Series 2018-1 Class A-2-I Notes, 1.400% and (2) with respect to the Series 2018-1
Class A-2-II Notes, 1.800%, exceeds (b) such Tranche’s applicable Series 2018-1
Class A-2 Note Rate. In addition, regular interest shall continue to accrue at the Tranche’s Offered Notes Rate from and after such Tranche’s Series
2018-1 Anticipated Repayment Date. All computations of Series 2018 1 Class A-2 Quarterly Post-ARD Contingent Interest shall
be made on the basis of a 360-day year of twelve 30-day months. 

  
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 (ii) Payment of Series 2018-1
Class A-2 Quarterly Post-ARD Contingent Interest. Any Series 2018-1
Class A-2 Quarterly Post-ARD Contingent Interest shall be due and payable on any applicable Quarterly Payment Date as and when amounts are made available for
payment thereof (i) on any related Interim Allocation Date in accordance with the Priority of Payments and (ii) on such Quarterly Payment Date in accordance with Section 5.12 of the Base Indenture, in the amount
so available. For the avoidance of doubt, Series 2018-1 Class A-2 Quarterly Post-ARD Contingent Interest shall accrue and be
payable in addition to the interest accrued on the applicable Tranche at the applicable Series 2018-1 Class A-2 Note Rate. The failure to pay any Series 2018-1 Class A-2 Quarterly Post-ARD Contingent Interest on any Quarterly Payment Date (including on the Series 2018-1 Legal Final Maturity Date) in excess of available amounts in accordance with the foregoing shall not be an Event of Default and interest will not accrue on any unpaid portion thereof. 

(c) Series 2018-1 Class A-2 Initial
Interest Accrual Period. The initial Interest Accrual Period for the Series 2018-1 Class A-2 Notes shall commence on the Series
2018-1 Closing Date and end on (but exclude) December 5, 2018. 
 Section 3.6 Payment
of Series 2018-1 Note Principal. 
 (a) Series 2018-1
Notes Principal Payment at Legal Maturity. The Series 2018-1 Outstanding Principal Amount shall be due and payable on the Series 2018-1 Legal Final Maturity Date.
The Series 2018-1 Outstanding Principal Amount is not prepayable, in whole or in part, except as set forth in this Section 3.6 and, in respect of the Series 2018-1 Class A-1 Outstanding Principal Amount, Section 2.2 of this Series Supplement. 

(b) Series 2018-1 Class A-2 Anticipated
Repayment Date; Series 2018-1 Class A-1 Renewal Date. The “Series 2018-1 Anticipated Repayment
Date” means, (i) with respect to the Series 2018-1 Class A-2-I Notes, the Quarterly Payment Date occurring in
September 2022 and (ii) with respect to the Series 2018-1 Class A-2-II Notes, the Quarterly Payment Date occurring in
September 2025. The initial Series 2018-1 Class A-1 Notes Renewal Date shall be the Quarterly Payment Date occurring in September 2023, unless extended as provided
below in this Section 3.6(b). 
 (i) First Extension Election. Subject to the conditions set forth in
Section 3.6(b)(iii) of this Series Supplement, the Manager shall have the option to elect (the “Series 2018-1 First Extension Election”) to extend the Series 2018-1 Class A-1 Notes Renewal Date to the Quarterly Payment Date occurring in September 2024 by delivering written notice to the Administrative Agent, the Trustee and
the Control Party no later than the Quarterly Payment Date occurring in September 2023 to the effect that the conditions precedent to such Series 2018-1 First Extension Election have been satisfied. 

(ii) Second Extension Election. Subject to the conditions set forth in Section 3.6(b)(iii) of this Series
Supplement, if the Series 2018-1 First Extension Election has been made and become effective, the Manager shall have the option to elect (the “Series 2018-1
Second Extension Election”) to extend the Series 2018-1 Class A-1 Notes Renewal Date to the Quarterly Payment Date occurring in September 2025 by
delivering written notice to the Administrative Agent, the Trustee and the Control Party no later than the Quarterly Payment Date occurring in September 2024 to the effect that the conditions precedent to such Series
2018-1 Second Extension Election have been satisfied. 
 (iii) Conditions Precedent to Extension
Elections. It shall be a condition to each applicable extension of the Series 2018-1 Class A-1 Notes Renewal Date that, in the case of
Section 3.6(b)(i), on the Quarterly Payment Date occurring in September 2023, or in the case of Section 3.6(b)(ii), on the Quarterly Payment Date occurring in September 2024 (a) the DSCR is
greater than or equal to 2.00x 

  
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(calculated with respect to the most recently ended Quarterly Collection Period); (b) either the rating assigned to the Series 2018-1 Class A-2 Notes by (x) S&P has not been downgraded below “BBB-” or withdrawn and (y) by KBRA has not been downgraded below “BBB”
or withdrawn; and (c) all Class A-1 Extension Fees shall have been paid on or prior to such Quarterly Payment Date. Any notice given pursuant to Section 3.6(b)(i) or
(ii) of this Series Supplement shall be irrevocable; provided that if the conditions set forth in this Section 3.6(b)(iii) are not met as of the applicable extension date, the election set
forth in such notice shall automatically be deemed ineffective. For the avoidance of doubt, no consent of the Trustee, the Control Party, the Administrative Agent or any Noteholder shall be necessary for the effectiveness of the Series 2018-1 Extension Elections. 
 (c) Payment of
Class A-2 Accrued Quarterly Scheduled Principal Amount, Quarterly Scheduled Principal Amounts and Quarterly Scheduled Principal Deficiency Amounts with respect to the Series 2018-1 Class A-2 Notes. 
 (i) Class A-2 Accrued Quarterly Scheduled Principal Amounts shall be allocated on each Interim Allocation Date in accordance with the Priority of Payments, in the amount so available, and failure to pay any Class A-2 Accrued Quarterly Scheduled Principal Amounts in excess of available amounts in accordance with the foregoing shall not be an Event of Default. 

(ii) Quarterly Scheduled Principal Amounts shall be due and payable with respect to each Tranche on each Quarterly Payment Date prior to the
applicable Series 2018-1 Anticipated Repayment Date, commencing on the Quarterly Payment Date in December 5, 2018, in accordance with Section 5.13 of the Base Indenture, in the
amount so available, and failure to pay any Quarterly Scheduled Principal Amounts in excess of available amounts in accordance with the foregoing shall not be an Event of Default; provided that Quarterly Scheduled Principal Amounts shall only
be due and payable on a Quarterly Payment Date with respect to a Tranche if the Series 2018-1 Non-Amortization Test is not satisfied with respect to such Quarterly
Payment Date; provided, further that if the Series 2018-1 Non-Amortization Test is satisfied, the Master Issuer may, at its option, prior to the Series 2018-1 Anticipated Repayment Date for such Tranche, pay all or any part of such Quarterly Scheduled Principal Amounts with respect to such Tranche on such Quarterly Payment Date. 

(iii) On each Interim Allocation Date and each Quarterly Payment Date, the Quarterly Scheduled Principal Deficiency Amount, if any, with
respect to such Interim Allocation Date or Quarterly Payment Date shall be allocated or due and payable, respectively, as and when amounts are made available for payment thereof (i) on any related Interim Allocation Date in accordance with the
Priority of Payments and (ii) on such Quarterly Payment Date in accordance with Section 5.13 of the Base Indenture, in the amount so available, and failure to pay any Quarterly Scheduled Principal Deficiency Amounts in
excess of available amounts in accordance with the foregoing shall not be an Event of Default. 
 (d) Series 2018-1 Class A-2 Notes Mandatory Payments of Principal. 

(i) During any Rapid Amortization Period, principal payments shall be due and payable on each Quarterly Payment Date on the applicable Classes
of Series 2018-1 Class A-2 Notes as and when amounts are made available for payment thereof (x) on any related Interim Allocation Date in accordance with the
Priority of Payments and (y) on such Quarterly Payment Date in accordance with Section 5.13 of the Base Indenture, in the amount so available, together with any Series 2018-1 Class A-2 Make-Whole Prepayment Premium required to be paid in connection therewith pursuant to Section 3.6(e) of this Series Supplement; provided, for avoidance of doubt, that
it shall not constitute an Event of Default if any such Series 2018-1 Class A-2 Make-Whole Prepayment Premium is not paid because insufficient funds are available
to pay such Series 2018-1 Class A-2 Make-Whole Prepayment Premium, in accordance with the Priority of Payments. Such payments shall be ratably allocated among the
Series 2018-1 Class A-2 Noteholders within each applicable Class and Tranche, based on their respective portion of the Series
2018-1 Class A-2 Outstanding Principal Amount of such Class and Tranche, as applicable (or, in the case of the Series
2018-1 Class A-1 Noteholders, in accordance with the Class A-1 Order of Distribution. 

  
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 (ii) During any Series 2018-1 Class A-1 Notes Amortization Period, principal payments shall be due and payable on each Quarterly Payment Date on the applicable Series 2018 -1 Class A-1 Notes as and when amounts are made available for payment thereof (i) on any related Interim Allocation Date in accordance with the Priority of Payments and (ii) on such Quarterly Payment
Date in accordance with Section 5.12 of the Base Indenture, in the amount so available. Such payments shall be allocated among the Series 2018 -1
Class A-1 Noteholders, in accordance with the Class A-1 Order of Distribution. For the avoidance of doubt, no Series
2018-1 Class A-2 Make-Whole Prepayment Premium will be due in connection with any principal payments on the Series 2018-1 Class A-1 Notes. 
 (e) Series 2018-1 Class A-2 Make-Whole Prepayment Premium Payments. In connection with any (i) mandatory prepayment of any Series 2018-1
Class A-2 Notes made during a Rapid Amortization Period pursuant to Section 3.6(d), (ii) prepayments funded by Asset Disposition Proceeds pursuant to
Section 3.6(j) or (iii) any optional prepayment of any Series 2018-1 Class A-2 Notes or a Tranche made pursuant to
Section 3.6(f) (each, a “Series 2018-1 Class A-2 Prepayment”), in each case prior to (I) with respect
to the Series 2018-1 Class A-2-I Notes, the Quarterly Payment Date in the 18th month prior to the Series 2018-1 Anticipated Repayment Date for such Tranche and (II) with respect to the Series 2018-1
Class A-2-II Notes, the Quarterly Payment Date in the 36th month prior to the Series 2018-1 Anticipated Repayment Date for
such Tranche (as applicable, the “Make-Whole End Date”), the Master Issuer shall pay, in the manner described herein, the Series 2018-1 Class A-2
Make-Whole Prepayment Premium; provided that no such Series 2018-1 Class A-2 Make-Whole Prepayment Premium shall be payable in connection with (A) any
prepayment funded by Indemnification Amounts or Insurance/Condemnation Proceeds or (B) Quarterly Scheduled Principal Amounts (including those paid, in whole or in part, at the option of the Master Issuer on a Quarterly Payment Date with respect
to which the Series 2018-1 Non-Amortization Test has been satisfied) or Quarterly Scheduled Principal Deficiency Amounts. 

(f) Optional Prepayment of Series 2018-1
Class A-2 Notes. Subject to Section 3.6(e) and (g) of this Series Supplement, the Master Issuer shall have the option to prepay the Outstanding
Principal Amount of (I) either or both of the Tranches in whole on any Business Day and/or (II) either or both of the Tranches in part on any Quarterly Payment Date or on any date a mandatory prepayment may be made and that is specified as
the Series 2018-1 Prepayment Date in the applicable Prepayment Notices; provided that the Master Issuer shall not make any optional prepayment in part of any Tranche pursuant to this
Section 3.6(f) in a principal amount for any single prepayment of less than $5 million on any Quarterly Payment Date (except that any such prepayment may be in a principal amount less than such amount if effected on
the same day as any partial mandatory prepayment or repayment pursuant to this Series Supplement); provided, further, that no such optional prepayment may be made unless (i) the amount on deposit in the Series 2018-1 Class A-2 Distribution Account (including amounts to be transferred from the Cash Trap Reserve Account) is sufficient to pay the principal amount of the Tranches
to be prepaid, and the amount on deposit in the Senior Notes Principal Payment Account that is allocable to the Tranches to be prepaid is sufficient to pay any Series 2018-1
Class A-2 Make-Whole Prepayment Premium required pursuant to Section 3.6(e), in each case, payable on the relevant Series 2018-1
Prepayment Date; (ii) (A) the amount on deposit in the Senior Notes Interest Payment Account that is allocable to the Outstanding Principal Amount of the Tranche(s) to be prepaid is sufficient to pay the
Class A-2 Quarterly Interest to but excluding the relevant Series 2018-1 Prepayment Date relating to the Outstanding Principal Amount of the Tranche(s) to be
prepaid (other than any Post-ARD Contingent Interest) and (B) only if such optional prepayment is a prepayment of the Series 2018-1
Class A-2 Notes in whole, (x) the amount on deposit in the Senior Notes Post-ARD Contingent Interest Account that is allocable to the Series 2018-1 Class A-2 

  
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Notes is sufficient to pay the Series 2018-1 Class A-2 Quarterly
Post-ARD Contingent Interest accrued through such Series 2018-1 Prepayment Date and (y) the amounts on deposit in the Collection Account and the Management Accounts
are (in the Manager’s determination) reasonably expected to be sufficient to pay all Securitization Operating Expenses attributable to the Series 2018-1
Class A-2 Notes on the next Interim Allocation Date or, in each case, such amounts have been deposited to the Series 2018-1
Class A-2 Distribution Account pursuant to Section 3.6(h); and (iii) the Master Issuer shall reimburse the Trustee, the Servicer and the Manager, as applicable, for any
unreimbursed Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate). The Master Issuer may prepay either or both Tranche(s) of Series 2018-1 Class A-2 Notes in full on any Business Day regardless of the number of prior optional prepayments or any minimum payment requirement. 

(g) Notices of Optional Prepayments. The Master Issuer shall give prior written notice (each, a “Prepayment Notice”) at
least ten (10) Business Days but not more than twenty (20) Business Days prior to any Series 2018-1 Class A-2 Prepayment Date with respect to a Tranche
pursuant to Section 3.6(f) to each Series 2018-1 Class A-2 Noteholder of such Tranche, each of the Rating Agencies, the Servicer, the
Control Party and the Trustee; provided that at the request of the Master Issuer, such notice to the Series 2018-1 Class A-2 Noteholders of such Tranche
shall be given by the Trustee in the name and at the expense of the Master Issuer. In connection with any such Prepayment Notice, the Master Issuer shall provide a written report to the Trustee directing the Trustee to distribute such prepayment in
accordance with the applicable provisions of Section 3.6(k) of this Series Supplement. With respect to each such Series 2018-1 Class A-2
Prepayment, the related Prepayment Notice shall specify (i) the Series 2018-1 Class A-2 Prepayment Date on which such prepayment will be made, which in all
cases shall be a Business Day, (ii) the Series 2018-1 Prepayment Amount and (iii) the date on which the applicable Series 2018-1
Class A-2 Make-Whole Prepayment Premium, if any, to be paid in connection therewith will be calculated, which calculation date shall be no earlier than the fifth (5th) Business Day before such Series 2018-1 Class A-2 Prepayment Date (the “Series 2018-1 Class A-2 Make-Whole Premium Calculation Date”). The Master Issuer shall have the option, by written notice to the Trustee, the Servicer,
the Control Party, the Rating Agencies and the Series 2018-1 Class A-2 Noteholders of the applicable Tranche, to withdraw, or amend the Series 2018-1 Class A-2 Prepayment Date set forth in any Prepayment Notice relating to an optional prepayment at any time up to and including the second (2nd) Business Day before the Series 2018-1 Class A-2 Prepayment Date set forth in such Prepayment Notice. Any such
optional prepayment and Prepayment Notice may, in the Master Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent. The Master Issuer shall have the option to provide in any Prepayment Notice that the payment
of the amounts set forth in Section 3.6(f) and the performance of the Master Issuer’s obligations with respect to such optional prepayment may be performed by another Person. All Prepayment Notices shall be
(i) transmitted by email to (A) each Series 2018-1 Class A-2 Noteholder that will receive a prepayment to the extent such Series 2018-1 Class A-2 Noteholder has provided an email address to the Trustee and (B) each of the Rating Agencies, the Servicer and the Trustee and (ii) sent by
registered mail to each Series 2018-1 Noteholder that will receive a payment. For the avoidance of doubt, a Voluntary Decrease or a Subfacility Decrease in respect of the Series
2018-1 Class A-1 Notes is governed by Section 2.2 of this Series Supplement and not by this Section 3.6(g). A
Prepayment Notice may be revoked or amended by the Master Issuer if the Trustee receives written notice of such revocation or amendment no later than 12:00 p.m. (Eastern time) up to and including the second (2nd) Business Day prior to the applicable Series 2018-1 Class A-2 Prepayment Date. The Master Issuer shall give
written notice of such revocation or amendment to the Servicer, and at the request of the Master Issuer, the Trustee shall forward the notice of revocation or amendment to each Series 2018-1 Class A-2 Noteholder previously sent a Prepayment Notice for such series 2018-1 Class A-2 Prepayment Date. 

(h) Series 2018-1 Prepayments. On each Series 2018-1
Prepayment Date with respect to any Series 2018-1 Prepayment, the Series 2018-1 Prepayment Amount, the Series 2018-1 Class A-2 Make-Whole Prepayment Premium, if any, and any associated Series 2018-1 Class A-1 Breakage Amounts


  
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applicable to such Series 2018-1 Prepayment shall be due and payable. The Master Issuer shall pay the Series 2018-1
Prepayment Amount together with the applicable Series 2018-1 Class A-2 Make-Whole Prepayment Premium, if any, and any associated Series 2018-1 Class A-1 Breakage Amounts applicable to such Series 2018-1 Prepayment by depositing such amounts in the applicable
Indenture Trust Accounts in accordance with the Priority of Payments or the applicable Series 2018-1 Distribution Account pursuant to Section 3.6(f), in each case, on or prior to the
related Series 2018-1 Prepayment Date to be distributed in accordance with Section 5.13 of the Base Indenture, Section 3.3, or
Section 3.6(k), as applicable. 
 (i) Prepayment Premium Not Payable. For the avoidance of doubt, there is
no Series 2018-1 Class A-2 Make-Whole Prepayment Premium for any Tranche payable as a result of (i) the application of Indemnification Amounts or
Insurance/Condemnation Proceeds allocated to the Series 2018-1 Class A-2 Notes pursuant to priority (i) of the Priority of Payments, (ii) the
payment of any Quarterly Scheduled Principal Amounts (including those paid, in part or in full, at the election of the Master Issuer on a Quarterly Payment Date with respect to which the Series 2018-1 Non-Amortization Test has been satisfied) or Quarterly Scheduled Principal Deficiency Amounts and (iii) any prepayment on or after the Make-Whole End Date for such Tranche. 

(j) Indemnification Amounts; Insurance/Condemnation Proceeds; Asset Disposition Proceeds. Any Indemnification Amounts,
Insurance/Condemnation Proceeds or Asset Disposition Proceeds allocated to the Senior Notes Principal Payment Account in accordance with Section 5.12(i) of the Base Indenture shall be withdrawn from the Senior Notes
Principal Payment Account in accordance with Section 5.13(d) of the Base Indenture and deposited in the applicable Series 2018-1 Distribution Accounts and used to prepay first,
if a Series 2018-1 Class A-1 Notes Amortization Period is continuing, the Series 2018-1
Class A-1 Notes (in accordance with the Class A-1 Order of Distribution), second, the Series 2018-1 Class A-2 Notes (to be allocated between the Tranches ratably based on the Series 2018-1 Class A-2 Outstanding Principal
Amount of each Tranche) and third, provided that clause first does not apply, the Series 2018-1 Class A-1 Notes (in accordance with the Class A-1 Order of Distribution), on the Quarterly Payment Date immediately succeeding such deposit. In connection with any prepayment made with Indemnification Amounts or Insurance/Condemnation Proceeds
pursuant to this Section 3.6(j), the Master Issuer shall not be obligated to pay any prepayment premium. The Master Issuer shall, however, be obligated to pay any applicable Series
2018-1 Class A-2 Make-Whole Prepayment Premium required to be paid pursuant to Section 3.6(e) of this Series Supplement in connection with
any prepayment made with Asset Disposition Proceeds pursuant to this Section 3.6(j); provided, for avoidance of doubt, that it shall not constitute an Event of Default if any such Series 2018-1 Class A-2 Make-Whole Prepayment Premium is not paid because insufficient funds are available to pay such Series 2018-1 Class A-2 Make-Whole Prepayment Premium, in accordance with the Priority of Payments. 
 (k)
Distributions of Series 2018-1 Class A-2 Optional Prepayment. On the Series 2018-1 Prepayment Date for
a Series 2018-1 Class A-2 Prepayment to be made pursuant to Section 3.6(f) for a Tranche, the Trustee shall, in accordance with
Section 6.1 of the Base Indenture (except that notwithstanding anything to the contrary therein, in the case of a prepayment to be made on a date that is not a Quarterly Payment Date, references to the distributions being
made on a Quarterly Payment Date shall be deemed to be references to distributions made on such Series 2018-1 Prepayment Date and references to the Record Date shall be deemed to be references to the
Prepayment Record Date) and based solely on either a written report which shall be provided by the Master Issuer to the Trustee or the applicable Quarterly Noteholders’ Report, as applicable, distribute to the Series 2018-1 Class A-2 Noteholders of record for such Tranche on the preceding Prepayment Record Date the amount deposited in the Series
2018-1 Class A-2 Distribution Account pursuant to Section 3.6(h) with respect to such Series
2018-1 Class A-2 Prepayment, in order to repay the applicable portion of the Series 2018-1
Class A-2 Outstanding Principal Amount of such Tranche. All accrued and unpaid interest on the Series 2018-1 Class A-2
Outstanding Principal Amount prepaid and any related Series 2018-1 Class A-2 Make-Whole Prepayment Premium due to the Series
2018-1 Class A-2 Noteholders shall be payable on the immediately following Quarterly Payment Date in accordance with the Priority of Payments. 

  
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 (l) Series 2018-1 Notices of Final Payment.
The Master Issuer shall notify the Trustee, the Servicer and each of the Rating Agencies on or before the Prepayment Record Date preceding the Series 2018-1 Prepayment Date that will be the Series 2018-1 Final Payment Date; provided, however, that with respect to any Series 2018-1 Final Payment that is made in connection with any mandatory or optional
prepayment in full, the Master Issuer shall not be obligated to provide any additional notice to the Trustee or the Rating Agencies of such Series 2018-1 Final Payment beyond the notice required to be given in
connection with such prepayment pursuant to Section 3.6(g) of this Series Supplement. The Trustee shall provide any written notice required under this Section 3.6(l) to each Person in whose name a
Series 2018-1 Note is registered at the close of business on such Prepayment Record Date of the Series 2018-1 Prepayment Date that will be the Series 2018-1 Final Payment Date. Such written notice to be sent to the Series 2018-1 Noteholders shall be made at the expense of the Master Issuer and shall be mailed by the Trustee
within five (5) Business Days of receipt of notice from the Master Issuer indicating that the Series 2018-1 Final Payment will be made and shall specify that such Series
2018-1 Final Payment will be payable only upon presentation and surrender of the Series 2018-1 Notes and shall specify the place where the Series 2018-1 Notes may be presented and surrendered for such Series 2018-1 Final Payment. 

(m) Tranche Defeasance. The Master Issuer, solely in connection with an optional prepayment in full, a mandatory prepayment in full or a
redemption in full of a particular Tranche (the “Defeased Tranche”) as provided hereunder, may terminate all of its Obligations under the Indenture and all Obligations of the Guarantors under the Guarantee and Collateral Agreement
in respect of such Defeased Tranche; provided that the conditions set forth under Section 12.1(c) (other than the conditions set forth under Section 12.1(c)(ii)) of the Base Indenture with
respect to the Defeased Tranche have been satisfied; provided that no amounts in respect of the Class A-1 Notes or the other Tranche shall be required to be paid in accordance with
Section 12.1(c)(i)(1) of the Base Indenture. 
 Section 3.7 Series
2018-1 Class A-1 Distribution Account. 

(a) Establishment of Series 2018-1
Class A-1 Distribution Account. The Master Issuer has established with the Trustee the Series 2018-1
Class A-1 Distribution Account in the name of the Trustee for the benefit of the Series 2018-1 Class A-1 Noteholders,
bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2018-1 Class A-1 Noteholders. The Series 2018-1 Class A-1 Distribution Account shall be an Eligible Account. Initially, the Series 2018-1
Class A-1 Distribution Account will be established with the Trustee. 
 (b) Series 2018-1 Class A-1 Distribution Account Constitutes Additional Collateral for Series 2018-1 Class A-1 Notes. In order to secure and provide for the repayment and payment of the Obligations with respect to the Series 2018-1
Class A-1 Notes, the Master Issuer hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series
2018-1 Class A-1 Noteholders, all of the Master Issuer’s rights, title and interests in and to the following (whether now or hereafter existing or acquired):
(i) the Series 2018-1 Class A-1 Distribution Account, including any security entitlement with respect thereto; (ii) all funds and other property
(including, without limitation, Financial Assets) on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Series 2018-1 Class A-1 Distribution Account or the funds on deposit therein from time to time; (iv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise
distributed in respect of or in exchange for the Series 2018-1 Class A-1 Distribution Account or the funds on deposit therein from time to time; and (v) all proceeds of any and all of the foregoing,
including, without limitation, cash (the items in the foregoing clauses (i) through (v) are referred to, collectively, as the “Series 2018-1 Class A-1 Distribution Account Collateral”). 

  
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 (c) Termination of Series 2018-1
Class A-1 Distribution Account. On or after the date on which (1) all accrued and unpaid interest on and principal of all Outstanding Series
2018-1 Class A-1 Notes have been paid, (2) all Undrawn L/C Face Amounts have expired or have been cash collateralized in accordance with the terms of the
Series 2018-1 Class A-1 Note Purchase Agreement (after giving effect to the provisions of Section 4.04 of the Series 2018-1 Class A-1 Note Purchase Agreement), (3) all fees and expenses and other amounts then due and payable under the Series
2018-1 Class A-1 Note Purchase Agreement have been paid and (4) all Series 2018-1
Class A-1 Commitments have been terminated in full, the Trustee, acting in accordance with the written instructions of the Master Issuer (or the Manager on its behalf), shall withdraw from the Series 2018-1 Class A-1 Distribution Account all amounts on deposit therein for distribution pursuant to the Priority of Payments and all Liens with respect to Series 2018-1 Class A-1 Distribution Account created in favor of the Trustee for the benefit of the Series 2018-1 Class A-1 Noteholders under this Series Supplement shall be automatically released, and the Trustee, upon written request of the Master Issuer, at the written direction of the Control Party, shall execute and
deliver to the Master Issuer any and all documentation reasonably requested and prepared by the Master Issuer at the Master Issuer’s expense to effect or evidence the release by the Trustee of the Series
2018-1 Class A-1 Noteholders’ security interest in the Series 2018-1
Class A-1 Distribution Account Collateral. 
 Section 3.8 Series 2018-1 Class A-2 Distribution Account. 

(a) Establishment of Series 2018-1
Class A-2 Distribution Account. The Master Issuer has established with the Trustee the Series 2018-1
Class A-2 Distribution Account in the name of the Trustee for the benefit of the Series 2018-1 Class A-2 Noteholders,
bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2018-1 Class A-2 Noteholders. The Series 2018-1 Class A-2 Distribution Account shall be an Eligible Account. Initially, the Series 2018-1
Class A-2 Distribution Account will be established with the Trustee. 
 (b) Series 2018-1 Class A-2 Distribution Account Constitutes Additional Collateral for Series 2018-1 Class A-2 Notes. In order to secure and provide for the repayment and payment of the Obligations with respect to the Series 2018-1
Class A-2 Notes, the Master Issuer hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series
2018-1 Class A-2 Noteholders, all of the Master Issuer’s right, title and interest in and to the following (whether now or hereafter existing or acquired):
(i) the Series 2018-1 Class A-2 Distribution Account, including any security entitlement with respect thereto; (ii) all funds and other property
(including, without limitation, Financial Assets) on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Series 2018-1 Class A-2 Distribution Account or the funds on deposit therein from time to time; (iv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise
distributed in respect of or in exchange for the Series 2018-1 Class A-2 Distribution Account or the funds on deposit therein from time to time; and (v) all
proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i) through (v) are referred to, collectively, as the “Series 2018-1 Class A-2 Distribution Account Collateral”). 

(c) Termination of Series 2018-1
Class A-2 Distribution Account. On or after the date on which all accrued and unpaid interest on and principal of all Outstanding Series 2018-1 Class A-2 Notes have been paid, the Trustee, acting in accordance with the written instructions of the Master Issuer (or the Manager on its behalf), shall withdraw from the Series
2018-1 Class A-2 Distribution Account all amounts on deposit therein for distribution pursuant to the Priority of Payments and all Liens with respect to Series 2018-1 Class A-2 Distribution Account created in favor of the Trustee for the benefit of the Series 2018-1 Class A-2 Noteholders under this Series Supplement shall be automatically released, and the Trustee, upon written request of the Master Issuer, at the written direction of the Control Party, shall execute and
deliver to the Master Issuer any and all documentation reasonably requested and prepared by the Master Issuer at the Master Issuer’s expense to effect or evidence the release by the Trustee of the Series
2018-1 Class A-2 Noteholders’ security interest in the Series 2018-1
Class A-2 Distribution Account Collateral. 

  
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 Section 3.9 Trustee as Securities Intermediary. 

(a) The Trustee or other Person holding the Series 2018-1 Distribution Accounts shall be the
“Series 2018-1 Securities Intermediary”. If the Series 2018-1 Securities Intermediary in respect of any Series
2018-1 Distribution Account is not the Trustee, the Master Issuer shall obtain the express agreement of such other Person to the obligations of the Series 2018-1
Securities Intermediary set forth in this Section 3.9. 
 (b) The Series
2018-1 Securities Intermediary agrees that: 
 (i) The Series
2018-1 Distribution Accounts are accounts to which Financial Assets will or may be credited; 
 (ii)
The Series 2018-1 Distribution Accounts are “securities accounts” within the meaning of Section 8-501 of the New York UCC and the Series 2018-1 Securities Intermediary qualifies as a “securities intermediary” under Section 8-102(a) of the New York UCC; 

(iii) All securities or other property (other than cash) underlying any Financial Assets credited to any Series
2018-1 Distribution Account shall be registered in the name of the Series 2018-1 Securities Intermediary, indorsed to the Series
2018-1 Securities Intermediary or in blank or credited to another securities account maintained in the name of the Series 2018-1 Securities Intermediary, and in no case
will any Financial Asset credited to any Series 2018-1 Distribution Account be registered in the name of the Master Issuer, payable to the order of the Master Issuer or specially indorsed to the Master Issuer;

 (iv) All property delivered to the Series 2018-1 Securities Intermediary pursuant to this Series
Supplement will be promptly credited to the appropriate Series 2018-1 Distribution Account; 
 (v)
Each item of property (whether investment property, security, instrument or cash) credited to any Series 2018-1 Distribution Account shall be treated as a Financial Asset; 

(vi) If at any time the Series 2018-1 Securities Intermediary shall receive any entitlement order from
the Trustee (including those directing transfer or redemption of any Financial Asset) relating to the Series 2018-1 Distribution Accounts, the Series 2018-1 Securities
Intermediary shall comply with such entitlement order without further consent by the Master Issuer, any other Securitization Entity or any other Person; 

(vii) The Series 2018-1 Distribution Accounts shall be governed by the laws of the State of New York,
regardless of any provision of any other agreement. For purposes of all applicable UCCs, the State of New York shall be deemed to the Series 2018-1 Securities Intermediary’s jurisdiction and the Series 2018-1 Distribution Accounts (as well as the “security entitlements” (as defined in Section 8-102(a)(17) of the New York UCC) related thereto) shall be governed
by the laws of the State of New York. The parties further agree that with respect to the Series 2018-1 Distribution Accounts the law applicable to all the issues in Article 2(1) of The Hague Convention on
the Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary shall be the law of the State of New York; 

  
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 (viii) The Series 2018-1 Securities Intermediary
has not entered into, and until termination of this Series Supplement will not enter into, any agreement with any other Person relating to the Series 2018-1 Distribution Accounts and/or any Financial Assets
credited thereto pursuant to which it has agreed to comply with “entitlement orders” (as defined in Section 8-102(a)(8) of the New York UCC) of such other Person, and the Series 2018-1 Securities Intermediary has not entered into, and until the termination of this Series Supplement will not enter into, any agreement with the Master Issuer purporting to limit or condition the obligation of
the Series 2018-1 Securities Intermediary to comply with entitlement orders as set forth in Section 3.9(b)(vi) of this Series Supplement; and 

(ix) Except for the claims and interest of the Trustee, the Secured Parties and the Securitization Entities in the Series 2018-1 Distribution Accounts, neither the Series 2018-1 Securities Intermediary nor, in the case of the Trustee, any Trust Officer knows of any claim to, or interest in, any
Series 2018-1 Distribution Account or any Financial Asset credited thereto. If the Series 2018-1 Securities Intermediary or, in the case of the Trustee, a Trust Officer
has Actual Knowledge of the assertion by any other person of any Lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against any Series
2018-1 Distribution Account or any Financial Asset carried therein, the Series 2018-1 Securities Intermediary will promptly notify the Trustee, the Manager, the Servicer
and the Master Issuer thereof. 
 (c) At any time after the occurrence and during the continuation of an Event of Default, the Trustee shall
possess all right, title and interest in all funds on deposit from time to time in the Series 2018-1 Distribution Accounts and in all proceeds thereof, and shall (acting at the direction of the Control Party
(at the direction of the Controlling Class Representative)) be the only Person authorized to originate entitlement orders in respect of the Series 2018-1 Distribution Accounts; provided,
however, that at all other times the Master Issuer shall be authorized to instruct the Trustee to originate entitlement orders in respect of the Series 2018-1 Distribution Accounts. 

Section 3.10 Manager. Pursuant to the Management Agreement, the Manager has agreed to provide certain reports, notices,
instructions and other services on behalf of the Master Issuer. The Series 2018-1 Noteholders by their acceptance of the Series 2018-1 Notes consent to the provision of
such reports and notices to the Trustee by the Manager in lieu of the Master Issuer. Any such reports and notices that are required to be delivered to the Series 2018-1 Noteholders hereunder will be made
available on the Trustee’s website in the manner set forth in Section 4.5 of the Base Indenture. 

Section 3.11 Replacement of Ineligible Accounts. If, at any time, either of the Series
2018-1 Class A-1 Distribution Account or the Series 2018-1 Class A-2
Distribution Account shall cease to be an Eligible Account (each, a “Series 2018-1 Ineligible Account”), the Master Issuer shall (i) within five (5) Business Days of obtaining Actual
Knowledge thereof, notify the Control Party thereof and (ii) within sixty (60) days of obtaining Actual Knowledge thereof, (A) establish, or cause to be established, a new account that is an Eligible Account in substitution for such
Series 2018-1 Ineligible Account, (B) following the establishment of such new Eligible Account, transfer or, with respect to the Trustee Accounts maintained at the Trustee, instruct the Trustee in writing
to transfer all cash and investments from such Series 2018-1 Ineligible Account into such new Eligible Account and (C) pledge, or cause to be pledged, such new Eligible Account to the Trustee for the
benefit of the Secured Parties and, if such new Eligible Account is not established with the Trustee, cause such new Eligible Account to be subject to an Account Control Agreement in form and substance reasonably acceptable to the Control Party and
the Trustee. 

  
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 ARTICLE IV 

FORM OF SERIES 2018-1 NOTES 

Section 4.1 Issuance of Series 2018-1
Class A-1 Notes. 
 (a) The Series
2018-1 Class A-1 Advance Notes will be issued in the form of definitive notes in fully registered form without interest coupons, substantially in the form set forth
in Exhibit A-1-1 hereto, and will be issued to the Series 2018-1
Class A-1 Noteholders (other than the Series 2018-1 Class A-1 Subfacility Noteholders) pursuant to and in accordance
with the Series 2018-1 Class A-1 Note Purchase Agreement and shall be duly executed by the Master Issuer and authenticated by the Trustee in the manner set forth in
Section 2.4 of the Base Indenture. Other than in accordance with this Series Supplement and the Series 2018-1 Class A-1 Note Purchase
Agreement, the Series 2018-1 Class A-1 Advance Notes will not be permitted to be transferred, assigned, exchanged or otherwise pledged or conveyed by such Series 2018-1 Class A-1 Noteholders. The Series 2018-1 Class A-1 Advance Notes shall bear a
face amount equal in the aggregate to up to the Series 2018-1 Class A-1 Notes Maximum Principal Amount as of the Series
2018-1 Closing Date, and shall be initially issued in an aggregate outstanding principal amount equal to the Series 2018-1
Class A-1 Initial Advance Principal Amount pursuant to Section 2.1(a) of this Series Supplement. The Trustee shall record any Increases or Decreases with respect to the Series 2018-1 Class A-1 Outstanding Principal Amount such that, subject to Section 4.1(d) of this Series Supplement, the principal amount of the Series
2018-1 Class A-1 Advance Notes that are Outstanding accurately reflects all such Increases and Decreases. The Series 2018-1 Class A-1 Swingline Notes will be issued in the form of definitive notes in fully registered form without interest coupons, substantially in the form set forth in Exhibit A-1-2 hereto, and will be issued to the Swingline Lender pursuant to and in accordance with the Series 2018-1 Class A-1
Note Purchase Agreement and shall be duly executed by the Master Issuer and authenticated by the Trustee in the manner set forth in Section 2.4 of the Base Indenture. Other than in accordance with this Series Supplement and
the Series 2018-1 Class A-1 Note Purchase Agreement, the Series 2018-1
Class A-1 Swingline Notes will not be permitted to be transferred, assigned, exchanged or otherwise pledged or conveyed by the Swingline Lender. The Series 2018-1 Class A-1 Swingline Note shall bear a face amount equal in the aggregate to up to the Swingline Commitment as of the Closing Date, and shall be initially issued in an aggregate outstanding principal amount
equal to the Series 2018-1 Class A-1 Initial Swingline Principal Amount pursuant to Section 2.1(b)(i) of this Series Supplement.
The Trustee shall record any Subfacility Increases or Subfacility Decreases with respect to the Swingline Loans such that, subject to Section 4.1(d) of this Series Supplement, the aggregate principal amount of the
Series 2018 -1 Class A-1 Swingline Notes that is Outstanding accurately reflects all such Subfacility Increases and Subfacility Decreases. 

(b) The Series 2018-1 Class A-1 L/C Notes will be issued
in the form of definitive notes in fully registered form without interest coupons, substantially in the form set forth in Exhibit A-1-3 hereto, and will be issued
to the L/C Provider pursuant to and in accordance with the Series 2018-1 Class A-1 Note Purchase Agreement and shall be duly executed by the Master Issuer and
authenticated by the Trustee in the manner set forth in Section 2.4 of the Base Indenture. Other than in accordance with this Series Supplement and the Series 2018-1 Class A-1 Note Purchase Agreement, the Series 2018-1 Class A-1 L/C Notes will not be permitted to be transferred, assigned,
exchanged or otherwise pledged or conveyed by the L/C Provider. The Series 2018-1 Class A-1 L/C Notes shall bear a face amount equal in the aggregate to up to the
L/C Commitment as of the Series 2018-1 Closing Date, and shall be initially issued in an aggregate amount equal to the Series 2018-1
Class A-1 Initial Aggregate Undrawn L/C Face Amount pursuant to Section 2.1(b)(ii) of this Series Supplement. The Trustee shall record any Subfacility Increases or Subfacility
Decreases with respect to the Undrawn L/C Face Amounts of Unreimbursed L/C Drawings, as applicable, such that, subject to Section 4.1(d) of this Series Supplement, the aggregate amount of the Series 2018-1 Class A-1 L/C Notes that is Outstanding accurately reflects all such Subfacility Increases and Subfacility Decreases. All Undrawn L/C Face Amounts shall be deemed
to be “principal” outstanding under the Series 2018-1 Class A-1 L/C Note for all purposes of the Indenture and the other Related Documents other than for
purposes of accrual of interest. 

  
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 (c) For the avoidance of doubt, notwithstanding that the aggregate face amount of the Series
2018-1 Class A-1 Notes will exceed the Series 2018-1 Class A-1 Notes Maximum
Principal Amount, at no time will the principal amount actually outstanding of the Series 2018-1 Class A-1 Advance Notes, the Series
2018-1 Class A-1 Swingline Notes and the Series 2018-1 Class A-1 L/C Notes in
the aggregate exceed the Series 2018-1 Class A-1 Notes Maximum Principal Amount. 

(d) The Series 2018-1 Class A-1 Notes may have such
letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the Authorized Officers
executing such Series 2018-1 Class A-1 Notes, as evidenced by their execution of the Series 2018-1 Class A-1 Notes. The Series 2018-1 Class A-1 Notes may be produced in any manner, all as determined by the Authorized
Officers executing such Series 2018-1 Class A-1 Notes, as evidenced by their execution of such Series 2018-1 Class A-1 Notes. The initial sale of the Series 2018-1 Class A-1 Notes is limited to Persons who have executed the Series 2018-1 Class A-1 Note Purchase Agreement. The Series 2018-1 Class A-1 Notes may be
resold only to the Master Issuer and its Affiliates and Persons who are not Competitors (except that Series 2018-1 Class A-1 Notes may be resold to Persons who are
Competitors with the written consent of the Master Issuer) in compliance with the terms of the Series 2018-1 Class A-1 Note Purchase Agreement. 

Section 4.2 Issuance of Series 2018-1
Class A-2 Notes. The Series 2018-1 Class A-2 Notes in the aggregate may be offered and sold in the
Series 2018-1 Class A-2 Initial Principal Amount on the Closing Date by the Master Issuer pursuant to the Series 2018-1 Class A-2 Note Purchase Agreement. The Series 2018-1 Class A-2 Notes will be resold initially only to (A) the Master
Issuer or an Affiliate of the Master Issuer, (B) in the United States, to Persons who are QIBs in reliance on Rule 144A and who are not Competitors and (C) outside the United States, to Persons who are not a U.S. person (as defined in
Regulation S, a “U.S. Person”) in reliance on Regulation S and who are not Competitors. The Series 2018-1 Class A-2 Notes may thereafter be
transferred in reliance on Rule 144A and/or Regulation S and in accordance with the procedure described herein. The Series 2018-1 Class A-2 Notes will be
Book-Entry Notes and DTC will be the Depository for the Series 2018-1 Class A-2 Notes. The Applicable Procedures shall apply to transfers of beneficial interests in
the Series 2018-1 Class A-2 Notes. The Series 2018-1 Class A-2 Notes shall be
issued in minimum denominations of $50,000 and integral multiples of $1,000 in excess thereof. 
 (a) Rule 144A Global
Notes. The Series 2018-1 Class A-2 Notes offered and sold in their initial distribution in reliance upon Rule 144A will be issued in the form of one or
more global notes in fully registered form, without coupons, substantially in the form set forth in Exhibit A-2-1 and Exhibit A-2-2, as applicable, hereto, registered in the name of Cede & Co. (“Cede”), as nominee of DTC, and deposited with the Trustee, as custodian for DTC (collectively, for purposes
of this Section 4.2 and Section 4.4, the “Rule 144A Global Notes”). The aggregate initial principal amount of the Rule 144A Global Notes may from time to
time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC, in connection with a corresponding decrease or increase in the aggregate initial principal amount of the corresponding class of Temporary
Regulation S Global Notes or Permanent Regulation S Global Notes, as hereinafter provided. 
  

  
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 (b) Temporary Regulation S Global Notes and Permanent
Regulation S Global Notes. Any Series 2018-1 Class A-2 Notes offered and sold on the Closing Date in reliance upon Regulation S will be
issued in the form of one or more global notes in fully registered form, without coupons, substantially in the form set forth in Exhibit A-2-3 and Exhibit A-2-4, as applicable, hereto, registered in the name of Cede, as nominee of DTC, and deposited with the Trustee, as custodian for DTC, for credit to the respective
accounts at DTC of the designated agents holding on behalf of Euroclear or Clearstream. Until such time as the Restricted Period shall have terminated with respect to any Series 2018-1 Class A-2 Note, such Series 2018-1 Class A-2 Notes shall be referred to herein collectively, for purposes of this
Section 4.2 and Section 4.4, as the “Temporary Regulation S Global Notes”. After such time as the Restricted Period shall have terminated, the Temporary
Regulation S Global Notes shall be exchangeable, in whole or in part, for interests in one or more permanent global notes in registered form without interest coupons, substantially in the form set forth in Exhibit A-2-5 and Exhibit A-2-6, as applicable, hereto, as hereinafter provided
(collectively, for purposes of this Section 4.2 and Section 4.4, the “Permanent Regulation S Global Notes”). The aggregate principal amount of the Temporary
Regulation S Global Notes or the Permanent Regulation S Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC, in connection with a corresponding decrease or
increase of aggregate principal amount of the corresponding Rule 144A Global Notes, as hereinafter provided. 
 (c) Definitive
Notes. The Series 2018-1 Global Notes shall be exchangeable in their entirety for one or more definitive notes in registered form, without interest coupons (collectively, for purposes of this
Section 4.2 and Section 4.4 of this Series Supplement, the “Definitive Notes”) pursuant to Section 2.13 of the Base Indenture and this
Section 4.2(c) in accordance with their terms and, upon complete exchange thereof, such Series 2018-1 Global Notes shall be surrendered for cancellation at the applicable Corporate
Trust Office. 
 Section 4.3 Transfer Restrictions of Series 2018-1 Class A-1 Notes. 
 (a) Subject to the terms of the Indenture and the Series 2018-1 Class A-1 Note Purchase Agreement, the holder of any Series 2018-1 Class A-1
Advance Note may transfer the same in whole or in part, in an amount equivalent to an authorized denomination, by surrendering such Series 2018-1 Class A-1 Advance
Note at the applicable Corporate Trust Office, with the form of transfer endorsed on it duly completed and executed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee, the Master Issuer and the Registrar by,
the holder thereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the
Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, and accompanied by a certificate
substantially in the form of Exhibit B-1 hereto; provided that if the holder of any Series 2018-1
Class A-1 Advance Note transfers, in whole or in part, its interest in any Series 2018-1 Class A-1 Advance Note
pursuant to (i) an Assignment and Assumption Agreement substantially in the form of Exhibit B to the Series 2018-1 Class A-1 Note Purchase Agreement or
(ii) an Investor Group Supplement substantially in the form of Exhibit C to the Series 2018-1 Class A-1 Note Purchase Agreement hereto, then such Series 2018-1 Class A-1 Noteholder will not be required to submit a certificate substantially in the form of Exhibit B-1
hereto upon transfer of its interest in such Series 2018-1 Class A-1 Advance Note. In exchange for any Series 2018-1 Class A-1 Advance Note properly presented for transfer, the Master Issuer shall execute and the Trustee shall promptly authenticate and deliver or cause to be authenticated and delivered in compliance with
applicable law, to the transferee at such office, or send by mail (at the risk of the transferee) to such address as the transferee may request, Series 2018-1
Class A-1 Advance Notes for the same aggregate principal amount as was transferred. In the case of the transfer of any Series 2018-1
Class A-1 Advance Note in part, the Master Issuer shall execute and the Trustee shall promptly authenticate and deliver or cause to be authenticated and delivered to the transferor at such office, or send
by mail (at the risk of the transferor) to such address as the transferor may request, Series 2018-1 Class A-1 Notes for the aggregate principal amount that was not
transferred. No transfer of any Series 2018-1 Class A-1 Advance Note shall be made 

  
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unless the request for such transfer is made by the Series 2018-1 Class A-1 Noteholder at such office. Neither
the Master Issuer nor the Trustee shall be liable for any delay in delivery of transfer instructions and each may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of transferred Series 2018-1 Class A-1 Advance Notes, the Trustee shall recognize the holders of such Series 2018-1
Class A-1 Advance Note as Series 2018-1 Class A-1 Noteholders. 

(b) Subject to the terms of the Indenture and the Series 2018 -1
Class A-1 Note Purchase Agreement, the Swingline Lender may transfer the Series 2018-1 Class A-1 Swingline Notes in
whole but not in part by surrendering such Series 2018-1 Class A-1 Swingline Notes at the applicable Corporate Trust Office, with the form of transfer endorsed on
it duly completed and executed by, or accompanied by a written instrument of transfer in form satisfactory to the Master Issuer and the Registrar by, the holder thereof or his attorney duly authorized in writing, with such signature guaranteed by an
“eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the STAMP or such other “signature guarantee program” as may be determined by the Registrar in
addition to, or in substitution for, STAMP, and accompanied by an assignment agreement pursuant to Section 9.17(d) of the Series 2018-1
Class A-1 Note Purchase Agreement. In exchange for any Series 2018-1 Class A-1 Swingline Note properly presented for
transfer, the Master Issuer shall execute and the Trustee shall promptly authenticate and deliver or cause to be authenticated and delivered in compliance with applicable law, to the transferee at such office, or send by mail (at the risk of the
transferee) to such address as the transferee may request, a Series 2018-1 Class A-1 Swingline Note for the same aggregate principal amount as was transferred. No
transfer of any Series 2018-1 Class A-1 Swingline Note shall be made unless the request for such transfer is made by the Swingline Lender at such office. Neither
the Master Issuer nor the Trustee shall be liable for any delay in delivery of transfer instructions and each may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of any transferred Series 2018-1 Class A-1 Swingline Note, the Trustee shall recognize the holder of such Series 2018-1
Class A-1 Swingline Note as a Series 2018-1 Class A-1 Noteholder. 

(c) Subject to the terms of the Indenture and this Series 2018-1
Class A-1 Note Purchase Agreement, the L/C Provider may transfer any Series 2018-1 Class A-1 L/C Note in whole or in
part, in an amount equivalent to an authorized denomination, by surrendering such Series 2018-1 Class A-1 L/C Note at the applicable Corporate Trust Office, with
the form of transfer endorsed on it duly completed and executed by, or accompanied by a written instrument of transfer in form satisfactory to the Master Issuer and the Registrar by, the holder thereof or his attorney duly authorized in writing,
with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the STAMP or such other “signature guarantee program” as
may be determined by the Registrar in addition to, or in substitution for, STAMP, and accompanied by an assignment agreement pursuant to Section 9.17(e) of the Series 2018-1 Class A-1 Note Purchase Agreement. In exchange for any Series 2018-1 Class A-1 L/C Note properly presented for transfer, the
Master Issuer shall execute and the Trustee shall promptly authenticate and deliver or cause to be authenticated and delivered in compliance with applicable law, to the transferee at such office, or send by mail (at the risk of the transferee) to
such address as the transferee may request, Series 2018-1 Class A-1 L/C Notes for the same aggregate principal amount as was transferred. In the case of the
transfer of any Series 2018-1 Class A-1 L/C Note in part, the Master Issuer shall execute and the Trustee shall promptly authenticate and deliver or cause to be
authenticated and delivered to the transferor at such office, or send by mail (at the risk of transferor) to such address as the transferor may request, Series 2018-1
Class A-1 L/C Notes for the aggregate principal amount that was not transferred. No transfer of any Series 2018-1
Class A-1 L/C Note shall be made unless the request for such transfer is made by the L/C Provider at such office. Neither the Master Issuer nor the Trustee shall be liable for any delay in delivery of
transfer instructions and each may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of any transferred Series 2018-1
Class A-1 L/C Note, the Trustee shall recognize the holder of such Series 2018-1 Class A-1 L/C Note as a Series 2018-1 Class A-1 Noteholder. 

  
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 (d) Each Series 2018-1 Class A-1 Note shall bear the following legend: 
 THE ISSUANCE AND SALE OF THIS SERIES 2018-1 CLASS A-1 NOTE (THIS “NOTE”) HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933
ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER RELEVANT JURISDICTION, AND PLANET FITNESS MASTER ISSUER LLC (THE “MASTER ISSUER”) HAS NOT BEEN REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS
AMENDED (THE “1940 ACT”). THIS NOTE AND ANY INTEREST HEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY TO PERSONS WHO ARE NOT COMPETITORS (AS DEFINED IN THE INDENTURE) (UNLESS THE MASTER ISSUER GIVES WRITTEN CONSENT
TO SUCH OFFER, SALE, PLEDGE, OR OTHER TRANSFER), AND IN ACCORDANCE WITH THE PROVISIONS OF THE CLASS A-1 NOTE PURCHASE AGREEMENT, DATED AS OF JULY 19, 2018 BY AND AMONG THE MASTER ISSUER, PLANET FITNESS
HOLDINGS, LLC, AS THE MANAGER, THE GUARANTORS, THE CONDUIT INVESTORS, THE COMMITTED NOTE PURCHASERS, THE FUNDING AGENTS AND ING CAPITAL LLC, AS L/C PROVIDER, SWINGLINE LENDER AND ADMINISTRATIVE AGENT. 

The required legend set forth above shall not be removed from the Series 2018-1
Class A-1 Notes except as provided herein. 
 Section 4.4 Transfer Restrictions of
Series 2018-1 Class A-2 Notes. 
 (a)
A Series 2018-1 Global Note may not be transferred, in whole or in part, to any Person other than DTC or a nominee thereof, or to a successor Depository or to a nominee of a successor Depository, and no such
transfer to any such other Person may be registered; provided, however, that this Section 4.4(a) shall not prohibit any transfer of a Series 2018-1 Class A-2 Note that is issued in exchange for a Series 2018-1 Global Note in accordance with Section 2.8 of the Base Indenture and shall not
prohibit any transfer of a beneficial interest in a Series 2018-1 Global Note effected in accordance with the other provisions of this Section 4.4. 

(b) The transfer by a Series 2018-1 Note Owner holding a beneficial interest in a Series 2018-1 Class A-2 Note in the form of a Rule 144A Global Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in the
Rule 144A Global Note shall be made upon the deemed representation of the transferee that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB
and not a Competitor, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Master Issuer as such transferee has requested pursuant to Rule 144A or has
determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A. 

(c) If a Series 2018-1 Note Owner holding a beneficial interest in a Series 2018-1 Class A-2 Note in the form of a Rule 144A Global Note wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in the
Temporary Regulation S Global Note, or to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Temporary Regulation S Global Note, such exchange or transfer may be effected,
subject to the Applicable Procedures, only in accordance with the provisions of this Section 4.4(c). Upon receipt by the Registrar, at the 

  
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applicable Corporate Trust Office, of (i) written instructions given in accordance with the Applicable Procedures from a Clearing Agency Participant directing the Registrar to credit or
cause to be credited to a specified Clearing Agency Participant’s account a beneficial interest in the Temporary Regulation S Global Note, in a principal amount equal to that of the beneficial interest in such Rule 144A Global Note to
be so exchanged or transferred, (ii) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Clearing Agency Participant (and the Euroclear or Clearstream account, as the case may
be) to be credited with, and the account of the Clearing Agency Participant to be debited for, such beneficial interest and (iii) a certificate in substantially the form set forth in Exhibit B-2
hereto given by the Series 2018-1 Note Owner holding such beneficial interest in such Rule 144A Global Note, the Registrar shall instruct the Trustee, as custodian of DTC, to reduce the principal amount
of the Rule 144A Global Note, and to increase the principal amount of the Temporary Regulation S Global Note, by the principal amount of the beneficial interest in such Rule 144A Global Note to be so exchanged or transferred, and to
credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Clearing Agency Participant for Euroclear or Clearstream or both, as the case may be) a beneficial interest in the Temporary
Regulation S Global Note having a principal amount equal to the amount by which the principal amount of such Rule 144A Global Note was reduced upon such exchange or transfer. 

(d) If a Series 2018-1 Note Owner holding a beneficial interest in a Rule 144A Global Note wishes
at any time to exchange its interest in such Rule 144A Global Note for an interest in the Permanent Regulation S Global Note, or to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest
in the Permanent Regulation S Global Note, such exchange or transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 4.4(d). Upon receipt by the Registrar,
at the applicable Corporate Trust Office, of (i) written instructions given in accordance with the Applicable Procedures from a Clearing Agency Participant directing the Registrar to credit or cause to be credited to a specified Clearing Agency
Participant’s account a beneficial interest in the Permanent Regulation S Global Note in a principal amount equal to that of the beneficial interest in such Rule 144A Global Note to be so exchanged or transferred, (ii) a written
order given in accordance with the Applicable Procedures containing information regarding the account of the Clearing Agency Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the
Clearing Agency Participant to be debited for, such beneficial interest and (iii) a certificate in substantially the form of Exhibit B-3 hereto given by the Series
2018-1 Note Owner holding such beneficial interest in such Rule 144A Global Note, the Registrar shall instruct the Trustee, as custodian of DTC, to reduce the principal amount of such Rule 144A
Global Note, and to increase the principal amount of the Permanent Regulation S Global Note, by the principal amount of the beneficial interest in such Rule 144A Global Note to be so exchanged or transferred, and to credit or cause to be
credited to the account of the Person specified in such instructions (which shall be the Clearing Agency Participant for Euroclear or Clearstream or both, as the case may be) a beneficial interest in the Permanent Regulation S Global Note
having a principal amount equal to the amount by which the principal amount of such Rule 144A Global Note was reduced upon such exchange or transfer. 

(e) If a Series 2018-1 Note Owner holding a beneficial interest in a Temporary Regulation S Global
Note or a Permanent Regulation S Global Note wishes at any time to exchange its interest in such Temporary Regulation S Global Note or such Permanent Regulation S Global Note for an interest in the Rule 144A Global Note, or to
transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Rule 144A Global Note, such exchange or transfer may be effected, subject to the Applicable Procedures, only in accordance with
the provisions of this Section 4.4(e). Upon receipt by the Registrar, at the applicable Corporate Trust Office, of (i) written instructions given in accordance with the Applicable Procedures from a Clearing Agency
Participant directing the Registrar to credit or cause to be credited to a specified Clearing Agency Participant’s account a beneficial interest in the Rule 144A Global Note in a principal amount equal to that of the beneficial interest in
such Temporary 

  
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Regulation S Global Note or such Permanent Regulation S Global Note, as the case may be, to be so exchanged or transferred, (ii) a written order given in accordance with the
Applicable Procedures containing information regarding the account of the Clearing Agency Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Clearing Agency Participant to be
debited for, such beneficial interest and (iii) with respect to a transfer of a beneficial interest in such Temporary Regulation S Global Note or such Permanent Regulation S Global Note, a certificate in substantially the form set
forth in Exhibit B-4 hereto given by such Series 2018-1 Note Owner holding such beneficial interest in such Temporary Regulation S Global Note or such
Permanent Regulation S Global Note, the Registrar shall instruct the Trustee, as custodian of DTC, to reduce the principal amount of such Temporary Regulation S Global Note or such Permanent Regulation S Global Note, as the case may
be, and to increase the principal amount of the Rule 144A Global Note, by the principal amount of the beneficial interest in such Temporary Regulation S Global Note or such Permanent Regulation S Global Note to be so exchanged or
transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Clearing Agency Participant for DTC) a beneficial interest in the Rule 144A Global Note having a principal amount
equal to the amount by which the principal amount of such Temporary Regulation S Global Note or such Permanent Regulation S Global Note, as the case may be, was reduced upon such exchange or transfer. 

(f) In the event that a Series 2018-1 Global Note or any portion thereof is exchanged for Series 2018-1 Class A-2 Notes other than Series 2018-1 Global Notes, such other Series 2018-1 Class A-2 Notes may in turn be exchanged (upon transfer or otherwise) for Series 2018-1 Class A-2 Notes that are not Series 2018-1 Global Notes or for a beneficial interest in a Series 2018-1 Global Note (if any is then outstanding) only in accordance with such procedures as may be adopted from
time to time by the Master Issuer and the Registrar, which shall be substantially consistent with the provisions of Section 4.4(a) through Section 4.4(e) and
Section 4.4(g) of this Series Supplement (including the certification requirement intended to ensure that transfers and exchanges of beneficial interests in a Series 2018-1 Global
Note comply with Rule 144A or Regulation S, as the case may be) and any Applicable Procedures. 
 (g) Until the termination of the
Restricted Period with respect to any Series 2018-1 Class A-2 Note, interests in the Regulation S Global Notes representing such Series 2018-1 Class A-2 Note may be held only through Clearing Agency Participants acting for and on behalf of Euroclear and Clearstream; provided that this
Section 4.4(g) shall not prohibit any transfer in accordance with Section 4.4(d) of this Series Supplement. After the expiration of the applicable Restricted Period, interests in the Permanent
Regulation S Global Notes may be transferred without requiring any certifications other than those set forth in this Section 4.4. 

(h) The Rule 144A Global Notes, the Temporary Regulation S Global Notes and the Permanent Regulation S Global Notes shall bear
the following legend: 
 THE ISSUANCE AND SALE OF THIS SERIES 2018-1 CLASS
A-2 NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER
RELEVANT JURISDICTION, AND PLANET FITNESS MASTER ISSUER LLC (THE “MASTER ISSUER”) HAS NOT BEEN REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”). THIS NOTE OR ANY INTEREST HEREIN MAY
BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE MASTER ISSUER OR AN AFFILIATE THEREOF, (B) IN THE UNITED STATES, TO EITHER A PERSON WHO IS NOT A COMPETITOR AND WHO IS A “QUALIFIED INSTITUTIONAL BUYER” AS
DEFINED IN RULE 144A UNDER THE 1933 ACT (“RULE 144A”), ACTING FOR ITS OWN ACCOUNT OR ONE OR MORE ACCOUNTS WITH RESPECT TO WHICH SUCH PERSON EXERCISES SOLE INVESTMENT DISCRETION OR (C) OUTSIDE THE UNITED STATES, TO A


  
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PERSON WHO IS NOT A COMPETITOR AND WHO IS NOT A “U.S. PERSON” AS DEFINED IN REGULATION S UNDER THE 1933 ACT (“REGULATION S”), ACTING FOR ITS OWN ACCOUNT OR ONE OR MORE
ACCOUNTS WITH RESPECT TO WHICH SUCH PERSON EXERCISES SOLE INVESTMENT DISCRETION, NONE OF WHICH ARE A U.S. PERSON, IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S, AND, IN EACH CASE, IN COMPLIANCE WITH THE CERTIFICATIONS AND OTHER REQUIREMENTS
SPECIFIED IN THE INDENTURE REFERRED TO HEREIN AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR THE UNITED STATES AND ANY OTHER RELEVANT JURISDICTION. 

BY ITS ACQUISITION OR ACCEPTANCE HEREOF, THE HOLDER (IF NOT THE MASTER ISSUER OR AN AFFILIATE OF THE MASTER ISSUER) REPRESENTS THAT IT IS NOT A COMPETITOR AND
(A) IT IS EITHER (X) A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A OR (Y) NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION, AS APPLICABLE, (B) IT IS ACTING FOR ITS OWN ACCOUNT OR FOR
THE ACCOUNT OF ANOTHER PERSON WHICH IS EITHER (X) A QUALIFIED INSTITUTIONAL BUYER OR (Y) NOT A U.S. PERSON, AND IN EACH CASE WITH RESPECT TO WHICH IT EXERCISES SOLE INVESTMENT DISCRETION, (C) IT AND EACH ACCOUNT FOR WHICH IT IS
PURCHASING WILL HOLD AND TRANSFER AT LEAST THE MINIMUM DENOMINATION OF NOTES, (D) IT UNDERSTANDS THAT THE MASTER ISSUER MAY RECEIVE A LIST OF PARTICIPANTS HOLDING POSITIONS IN ITS NOTES FROM ONE OR MORE BOOK-ENTRY DEPOSITORIES AND (E) IT
WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS TO ANY SUBSEQUENT TRANSFEREES. 
 EACH PERSON (IF NOT THE MASTER ISSUER OR AN AFFILIATE OF THE MASTER
ISSUER) TAKING DELIVERY OF THIS NOTE OR AN INTEREST IN THIS NOTE WILL BE DEEMED TO HAVE MADE THE APPLICABLE REPRESENTATIONS AND AGREEMENTS REFERRED TO IN THE INDENTURE. EACH PERSON TAKING DELIVERY OF THIS NOTE OR AN INTEREST IN THIS NOTE IN THE FORM
OF AN INTEREST IN A [TEMPORARY REGULATION S GLOBAL NOTE] [RULE 144A GLOBAL NOTE] OR [PERMANENT REGULATION S GLOBAL NOTE] WILL BE REQUIRED TO DELIVER A TRANSFER CERTIFICATE IN THE FORM REQUIRED BY THE INDENTURE AND WILL BE REQUIRED TO MAKE THE
APPLICABLE REPRESENTATIONS AND AGREEMENTS REFERRED TO IN THE INDENTURE. 
 ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND
EFFECT AND WILL BE VOID AB INITIO AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO ANY PERSON CAUSING SUCH VIOLATION, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE MASTER ISSUER, THE TRUSTEE OR ANY INTERMEDIARY. 

IF THIS NOTE WAS ACQUIRED IN THE UNITED STATES, AND THE HOLDER IS DETERMINED TO BE A COMPETITOR OR NOT TO HAVE BEEN A QUALIFIED INSTITUTIONAL BUYER AT THE
TIME OF ACQUISITION OF THIS NOTE, THE MASTER ISSUER HAS THE RIGHT TO REQUIRE SUCH HOLDER TO SELL THIS NOTE TO A PURCHASER WHO IS A QUALIFIED INSTITUTIONAL BUYER AND NOT A COMPETITOR. THE MASTER ISSUER ALSO HAS THE RIGHT TO REFUSE TO HONOR A TRANSFER
TO A PERSON WHO IS NOT A QUALIFIED INSTITUTIONAL BUYER OR WHO IS A COMPETITOR. 
 IF THIS NOTE WAS ACQUIRED OUTSIDE THE UNITED STATES, AND THE HOLDER IS
DETERMINED TO HAVE BEEN A “U.S. PERSON” AT THE TIME OF ACQUISITION OF THIS NOTE, THE MASTER ISSUER HAS THE RIGHT TO REQUIRE SUCH HOLDER TO SELL THIS NOTE TO A PURCHASER WHO IS NOT A “U.S. PERSON” AND WHO IS NOT A COMPETITOR. THE
MASTER ISSUER ALSO HAS THE RIGHT TO REFUSE TO HONOR A TRANSFER TO A PERSON WHO IS A “U.S. PERSON” OR WHO IS A COMPETITOR. 

  
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 BY ACCEPTING THIS NOTE, EACH PURCHASER COVENANTS THAT IT WILL NOT AT ANY TIME PRIOR TO THE DATE WHICH IS ONE
(1) YEAR AND ONE (1) DAY AFTER THE PAYMENT IN FULL OF THE LATEST MATURING NOTE, INSTITUTE AGAINST, OR JOIN WITH ANY OTHER PERSON IN INSTITUTING AGAINST, ANY SECURITIZATION ENTITY ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR
LIQUIDATION PROCEEDINGS, OR OTHER PROCEEDINGS, UNDER ANY FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW. 
 (i) The Series 2018-1 Class A-2 Notes Temporary Regulation S Global Notes shall also bear the following legend: 

UNTIL FORTY (40) DAYS AFTER THE ORIGINAL ISSUE DATE OF THE NOTES (THE “RESTRICTED PERIOD”) IN CONNECTION WITH THE
OFFERING OF THE NOTES IN THE UNITED STATES FROM OUTSIDE OF THE UNITED STATES, THE SALE, PLEDGE OR TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN CONDITIONS AND RESTRICTIONS. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE ACQUIRING THIS NOTE,
ACKNOWLEDGES THAT SUCH HOLDER IS EITHER NOT A “U.S. PERSON” OR THE MASTER ISSUER OR AN AFFILIATE OF THE MASTER ISSUER, AND THAT THIS NOTE HAS NOT BEEN REGISTERED UNDER THE 1933 ACT AND AGREES FOR THE BENEFIT OF THE MASTER ISSUER THAT THIS
NOTE MAY BE TRANSFERRED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY TO THE MASTER ISSUER OR AN AFFILIATE OF THE MASTER ISSUER AND IN COMPLIANCE WITH THE 1933 ACT AND OTHER APPLICABLE LAWS OF THE STATES, TERRITORIES AND POSSESSIONS OF THE UNITED
STATES GOVERNING THE OFFER AND SALE OF SECURITIES, AND PRIOR TO THE EXPIRATION OF THE RESTRICTED PERIOD, ONLY (I) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE 1933 ACT OR (II) PURSUANT TO AND IN ACCORDANCE WITH RULE
144A UNDER THE 1933 ACT. 
 (j) The Series 2018-1 Global Notes issued in connection with the Series 2018-1 Class A-2 Notes shall bear the following legend: 

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST
COMPANY (“DTC”), A NEW YORK CORPORATION, 55 WATER STREET, NEW YORK, NEW YORK 10004, OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART
MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE MASTER ISSUER OR THE NOTE
REGISTRAR, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER, CEDE & CO., HAS AN INTEREST HEREIN. 

  
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 (k) The required legends set forth above shall not be removed from the applicable Series 2018-1 Class A-2 Notes except as provided herein. The legend required for a Rule 144A Global Note may be removed from such Rule 144A Global Note if there is
delivered to the Master Issuer and the Registrar such satisfactory evidence, which may include an Opinion of Counsel, as may be reasonably required by the Master Issuer that neither such legend nor the restrictions on transfer set forth therein are
required to ensure that transfers of such Rule 144A Global Note will not violate the registration requirements of the 1933 Act. Upon provision of such satisfactory evidence, the Trustee at the direction of the Master Issuer (or the Manager on
its behalf), shall authenticate and deliver in exchange for such Rule 144A Global Note a Series 2018-1 Class A-2 Note or Series
2018-1 Class A-2 Notes having an equal aggregate principal amount that does not bear such legend. If such a legend required for a Rule 144A Global Note has
been removed from a Series 2018-1 Class A-2 Note as provided above, no other Series 2018-1
Class A-2 Note issued in exchange for all or any part of such Series 2018-1 Class A-2 Note shall bear such legend,
unless the Master Issuer has reasonable cause to believe that such other Series 2018-1 Class A-2 Note is a “restricted security” within the meaning of
Rule 144 under the 1933 Act and instructs the Trustee to cause a legend to appear thereon. 
 Section 4.5 Note Owner
Representations and Warranties. Each Person who becomes a Note Owner of a beneficial interest in a Series 2018-1 Note pursuant to the Offering Memorandum will be deemed to represent, warrant and agree on
the date such Person acquires any interest in any Series 2018-1 Note as follows: 
 (a) With respect
to any sale of Series 2018-1 Notes pursuant to Rule 144A, it is a QIB pursuant to Rule 144A, and is aware that any sale of Series 2018-1 Notes to it will be
made in reliance on Rule 144A. Its acquisition of Series 2018-1 Notes in any such sale will be for its own account or for the account of another QIB. 

(b) With respect to any sale of Series 2018-1 Notes pursuant to Regulation S, at the time the buy order
for such Series 2018-1 Notes was originated, it was outside the United States and the offer was made to a Person who is not a U.S. Person, and was not purchasing for the account or benefit of a
U.S. Person. 
 (c) It will, and each account for which it is purchasing will, hold and transfer at least the minimum denomination of
Series 2018-1 Notes. 
 (d) It understands that the Master Issuer, the Manager and the Servicer may
receive a list of participants holding positions in the Series 2018-1 Notes from one or more book-entry depositories. 

(e) It understands that the Manager, the Master Issuer and the Servicer may receive (i) a list of Note Owners that have requested access
to the Trustee’s password-protected website or that have voluntarily registered as a Note Owner with the Trustee and (ii) copies of Noteholder confirmations of representations and warranties executed to obtain access to the Trustee’s
password-protected website. 
 (f) It will provide to each person to whom it transfers Series 2018-1
Notes notices of any restrictions on transfer of such Series 2018-1 Notes. 
 (g) It understands that
(i) the Series 2018-1 Notes are being offered in a transaction not involving any public offering in the United States within the meaning of the 1933 Act, (ii) the Series 2018-1 Notes have not been registered under the 1933 Act, (iii) such Series 2018-1 Notes may be offered, resold, pledged or otherwise transferred only (A) to the
Master Issuer or an Affiliate of the Master Issuer, (B) in the United States to a Person who the seller reasonably believes is a QIB in a transaction meeting the requirements of Rule 144A and who is not a Competitor, and (C) outside
the United States to a Person who is not a U.S. Person in a transaction meeting the requirements of Regulation S and who is not a Competitor and (iv) the purchaser will, and each subsequent holder of a Series 2018-1 Note is required to, notify any subsequent purchaser of a Series 2018-1 Note of the resale restrictions set forth in clause (iii) above. 

 

  
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 (h) It understands that the certificates evidencing the Rule 144A Global Notes will
bear legends substantially similar to those set forth in Section 4.4(h) of this Series Supplement. 
 (i) It
understands that the certificates evidencing the Temporary Regulation S Global Notes will bear legends substantially similar to those set forth in Section 4.4(i) of this Series Supplement. 

(j) It understands that the certificates evidencing the Permanent Regulation S Global Notes will bear legends substantially similar to
those set forth in Section 4.4(j) of this Series Supplement. 
 (k) Either (i) the purchaser or transferee is
neither a Plan (including, without limitation, any entity whose underlying assets include “plan assets” by reason of a Plan’s investment in the entity or otherwise), nor a governmental, church,
non-U.S. or other plan which is subject to any federal, state, local or non-U.S. law that is similar to the provisions of Section 406 of ERISA or Section 4975
of the Code or (ii) the purchaser’s or transferee’s acquisition, holding and disposition of the Series 2018-1 Notes (or any interest therein) will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, in the case of a governmental, church, non-U.S. or other plan, a non-exempt violation under any similar law). 
 (l) It understands that any subsequent transfer of the
Series 2018-1 Notes or any interest therein is subject to certain restrictions and conditions set forth in the Indenture and it agrees to be bound by, and not to resell, pledge or otherwise transfer the Series
2018-1 Notes or any interest therein except in compliance with, such restrictions and conditions and the 1933 Act. 

(m) It is not a Competitor. 

Section 4.6 Limitation on Liability. None of the Master Issuer, Planet Fitness Holdings, the Trustee, the Servicer, the Initial
Purchasers, any Paying Agent, or any of their respective Affiliates shall have any responsibility or liability for any aspects of the records maintained by DTC or its nominee or any of the Agent Members relating to or for payments made thereby on
account of beneficial interests in a Rule l44A Global Note or a Regulation S Global Note. None of the Master Issuer, Planet Fitness Holdings, the Trustee, the Servicer, the Initial Purchasers, any Paying Agent or their respective Affiliates
shall have any responsibility or liability with respect to any records maintained by the Noteholder with respect to the beneficial holders thereof or payments made thereby on account of beneficial interests held therein. 

ARTICLE V 
 GENERAL

 Section 5.1 Information. On or before each Quarterly Payment Date, the Master Issuer shall furnish, or cause to be
furnished, a Quarterly Noteholders’ Report with respect to the Series 2018-1 Notes to the Trustee, substantially in the form of Exhibit C hereto, setting forth, inter alia,
the following information with respect to such Quarterly Payment Date: 
 (i) the total amount available to be distributed to Series 2018-1 Noteholders on such Quarterly Payment Date and payment instructions with respect thereto; 

  
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 (ii) the amount of such distribution allocable to the payment of interest on each
Class and Tranche of the Series 2018-1 Notes; 
 (iii) the amount of such distribution
allocable to the payment of principal of each Class and Tranche of the Series 2018-1 Notes; 

(iv) the amount of such distribution allocable to the payment of any Series 2018-1 Class A-2 Make-Whole Prepayment Premium, if any, on each Tranche; 
 (v) the amount of such
distribution allocable to the payment of any fees or other amounts due to the Series 2018-1 Class A-1 Noteholders; 

(vi) whether, to the Actual Knowledge of the Master Issuer, any Potential Rapid Amortization Event, Rapid Amortization Event, Default, Event
of Default, Potential Manager Termination Event, Manager Termination Event or Servicer Termination Event has occurred as of the related Quarterly Calculation Date or any Cash Trapping Period is in effect, as of such Quarterly Calculation Date; 

(vii) the DSCR for such Quarterly Payment Date and the three Quarterly Payment Dates immediately preceding such Quarterly Payment Date; 

(viii) the number of Franchise Stores and Corporate-Owned Stores that are open for business as of the last day of the preceding Quarterly
Fiscal Period; 
 (ix) the amount of Planet Fitness Systemwide Sales for the related Quarterly Fiscal Period; and 

(x) the amount on deposit in the Senior Notes Interest Reserve Account (and the availability under any Interest Reserve Letter of Credit
relating to the Senior Notes) and the amount on deposit in the Cash Trap Reserve Account, if any, in each case as of the close of business on the last Business Day of the preceding Quarterly Collection Period. 

Any Series 2018-1 Noteholder may obtain copies of each Quarterly Noteholders’ Report in
accordance with the procedures set forth in Section 4.4 of the Base Indenture. 
 Section 5.2
Exhibits. The annexes, exhibits and schedules attached hereto and listed on the table of contents hereto supplement the annexes, exhibits and schedules included in the Base Indenture. 

Section 5.3 Ratification of Base Indenture. As supplemented by this Series Supplement, the Base Indenture is in all respects
ratified and confirmed and the Base Indenture as so supplemented by this Series Supplement shall be read, taken and construed as one and the same instrument. 

Section 5.4 Certain Notices to the Rating Agencies. The Master Issuer shall provide to each Rating Agency a copy of each Opinion
of Counsel and Officer’s Certificate delivered to the Trustee pursuant to this Series Supplement or any other Related Document. 

Section 5.5 Prior Notice by Trustee to the Controlling Class Representative and Control Party. Subject to
Section 10.1 of the Base Indenture, the Trustee agrees that it shall not exercise any rights or remedies available to it as a result of the occurrence of a Rapid Amortization Event or an Event of Default until after the
Trustee has given prior written notice thereof to the Controlling Class Representative and the Control Party and obtained the direction of the Control Party (subject to Section 11.4(e) of the Base Indenture, at the
direction of the Controlling Class Representative). 

  
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 Section 5.6 Counterparts. This Series Supplement may be executed in any number
of counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument. 

Section 5.7 Governing Law. THIS SERIES SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK . 
 Section 5.8 Amendments. This Series Supplement may not be modified or amended except in
accordance with the terms of the Base Indenture. In addition to the foregoing, in addition to amendments, modifications or waivers effected in accordance with the Base Indenture, this Series Supplement may be amended or modified, or any of the terms
hereof waived in writing by the Master Issuer and the Trustee with the consent of the Investors required pursuant to the Series 2018-1 Class A-1 Note Purchase
Agreement, but without the consent of any other Person if such amendment, modification or waiver is with respect to any of the terms hereof relating to the Series 2018-1
Class A-1 Notes only, and not the Series 2018-1 Class A-2 Notes; provided, however, that no such
amendment may adversely affect (x) the Trustee, without the Trustee’s prior consent or (y) the Servicer, without the Servicer’s prior consent. 

Section 5.9 Termination of Series Supplement. This Series Supplement shall cease to be of further effect when (i) all
Outstanding Series 2018-1 Notes theretofore authenticated and issued have been delivered (other than destroyed, lost, or stolen Series 2018-1 Notes that have been
replaced or paid) to the Trustee for cancellation and all Letters of Credit have expired, have been cash collateralized in full pursuant to the terms of the Series 2018-1
Class A-1 Note Purchase Agreement or are deemed to no longer be outstanding in accordance with Section 4.04 of the Series 2018-1 Class A-1 Note Purchase Agreement, (ii) all fees and expenses and other amounts under the Series 2018-1 Class A-1 Note
Purchase Agreement have been paid in full and all Series 2018-1 Class A-1 Commitments have been terminated, (iii) the Master Issuer has paid all sums payable
hereunder and, without duplication (iv) the conditions set forth in Section 12.1(c) of the Base Indenture have been satisfied with respect to the Series 2018-1 Notes;
provided that any provisions of this Series Supplement required for the Series 2018-1 Final Payment to be made shall survive until the Series 2018-1 Final Payment
is paid to the Series 2018-1 Noteholders. 
 Section 5.10 Entire Agreement. This Series
Supplement, together with the exhibits and schedules hereto and the other Indenture Documents, contains a final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute
the entire agreement among the parties hereto with respect to the subject matter hereof, superseding all previous oral statements and other writings with respect thereto. 

Section 5.11 1934 Act. The Master Issuer hereby represents and warrants, for the benefit of the Trustee and the Noteholders, that
payments on the Notes will not depend primarily on cash flow from self-liquidating financial assets within the meaning of Section 3(a)(79) of the 1934 Act. 

[Signature Pages Follow] 

  
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 IN WITNESS WHEREOF, each of the Master Issuer, the Trustee and the Series 2018-1 Securities Intermediary has caused this Series Supplement to be duly executed by its respective duly authorized officer as of the day and year first written above. 

 

			
	PLANET FITNESS MASTER ISSUER LLC, as Master Issuer
		
	By:	 	 /s/ Justin Vartanian

		 	Name: Justin Vartanian
		 	Title:   General Counsel and Secretary


 [Signature Page to Series 2018-1 Supplement] 












 
			
	CITIBANK, N.A., not in its individual capacity but solely as Trustee and as Series 2018-1 Securities Intermediary
		
	By:	 	 /s/ Anthony Bausa

		 	Name: Anthony Bausa
		 	Title:   Senior Trust Officer


 [Signature Page to Series 2018-1 Supplement] 












 ANNEX A 

SERIES 2018-1 

SUPPLEMENTAL DEFINITIONS LIST 

“Administrative Agent” has the meaning set forth in the preamble to the Series 2018-1
Class A-1 Note Purchase Agreement. For purposes of the Base Indenture, the “Administrative Agent” shall be deemed to be a “Class A-1
Administrative Agent”. 
 “Administrative Agent Fees” has the meaning set forth in the Series 2018-1 Class A-1 VFN Fee Letter. 
 “Advance
Request” has the meaning set forth in Section 7.03(d) of the Series 2018-1 Class A-1 Note Purchase Agreement. 

“Agent Members” means members of, or participants in, DTC, or a nominee thereof. 

“Application” means an application, in such form as the applicable L/C Issuing Bank may specify from time to time, requesting
such L/C Issuing Bank to issue a Letter of Credit. 
 “Assignment and Assumption Agreement” has the meaning set forth in
Section 9.17(a) of the Series 2018-1 Class A-1 Note Purchase Agreement. 

“Base Rate” has the meaning set forth in Section 1.02 of the Series
2018-1 Class A-1 Note Purchase Agreement. 

“Base Rate Advance” has the meaning set forth in Section 1.02 of the Series 2018-1 Class A-1 Note Purchase Agreement. 

“Breakage Amount” has the meaning set forth in Section 3.06(c) of the Series 2018-1 Class A-1 Note Purchase Agreement. 

“Cede” has the meaning set forth in Section 4.1 of the Series
2018-1 Supplement. 
 “Class A-1
Accrued Quarterly Commitment Fee Shortfall” means (a) for the first Interim Allocation Date with respect to any Quarterly Collection Period, zero, and (b) for any other Interim Allocation Date with respect to such Quarterly
Collection Period the amount, if any, by which (i) the aggregate amount allocated to the Class A-1 Notes Commitment Fees Account with respect to the Series
2018-1 Class A-1 Notes on each preceding Interim Allocation Date with respect to such Quarterly Collection Period was less than (ii) the aggregate Class A-1 Notes Accrued Quarterly Commitment Fee Amounts for all such preceding Interim Allocation Dates. 

“Class A-1 Amendment Expenses” means “Amendment
Expenses” as defined in, and payable pursuant to, Section 9.05(a)(ii) of the Series 2018-1 Class A-1 Note Purchase Agreement. 

“Class A-1 Daily Interest Amount” means, for any day during any
Interest Accrual Period, the sum of the following amounts: 












 (a) with respect to any Eurodollar Advance outstanding on such day, the result of
(i) the product of (x) the Eurodollar Rate in effect for such Interest Accrual Period and (y) the principal amount of such Series 2018-1 Class A-1
Advance outstanding as of the close of business on such day divided by (ii) 360; plus 
 (b) with respect to any Base Rate Advance
outstanding on such day, the result of (i) the product of (x) the Base Rate in effect for such day and (y) the principal amount of such Series 2018-1
Class A-1 Advance outstanding as of the close of business on such day divided by (ii) 365 (or 366, as applicable); plus 

(c) with respect to any CP Advance outstanding on such day, the result of (i) the product of (x) the CP Rate in effect for such
Interest Accrual Period and (y) the principal amount of such Series 2018-1 Class A-1 Advance outstanding as of the close of business on such day divided by
(ii) 360; plus 
 (d) with respect to any Swingline Loans or Unreimbursed L/C Drawings outstanding on such day, the result of
(i) the product of (x) the Base Rate in effect for such day and (y) the principal amount of such Series 2018-1 Class A-1 Swingline Loans and
Unreimbursed L/C Drawings outstanding as of the close of business on such day divided by (ii) 365 (or 366, as applicable); plus 
 (e)
with respect to any Undrawn L/C Face Amounts outstanding on such day, the L/C Quarterly Fees that accrue thereon for such day. 

“Class A-1 Estimated Quarterly Commitment Fee” means, with respect
to any Interest Accrual Period, an amount equal to the sum of (a) the product of (i) the Estimated Daily Commitment Fees Amount for such Interest Accrual Period and (ii) the number of days in such Interest Accrual Period, and
(b) the amount of any Series 2018-1 Class A-1 Quarterly Commitment Fees Shortfall Amount for the immediately preceding Interest Accrual Period together with
additional interest thereon as set forth in Section 3.4(b). 
 “Class A-1 Estimated Quarterly Interest” means, with respect to each Interest Accrual Period, an amount equal to the sum of (a) the product of (i) the Estimated Class A-1 Daily Interest Amount for such Interest Accrual Period and (ii) the number of days in such Interest Accrual Period, and (b) the amount of any
Class A-1 Quarterly Interest Shortfall Amount for the immediately preceding Interest Accrual Period, together with additional interest thereon as set forth in Section 3.4(a).

 “Class A-1 Extension Fees” means the fees payable pursuant to
the Series 2018-1 Class A-1 VFN Fee Letter in connection with the extension of a Commitment Termination Date. 

“Class A-1 Final Interest Adjustment Amount” means,
for any Interest Accrual Period, the result (whether a positive or negative number) of (a) the aggregate of the Class A-1 Daily Interest Amounts for each day in such Interest Accrual Period
minus (b) the aggregate amount allocated pursuant to clauses (i)—(iii) of the defined term “Senior Notes Accrued Quarterly Interest Amount (Class A-1)” in
respect of such Interest Accrual Period. For purposes of the Base Indenture, the “Class A-1 Final Interest Adjustment Amount” for any Interest Accrual Period shall be deemed to be a “Class A-1 Interest Adjustment Amount” for such Interest Accrual Period. 

“Class A-1 Interim Interest Adjustment Amount” means, with respect
to any Interest Accrual Period, as of any date of determination prior to the ending of such Interest Accrual Period, the result (if positive) of (a) the expected aggregate of the Class A-1 Daily
Interest Amounts for each day in such Interest Accrual Period as of such date of determination, as determined by the Manager in accordance with the Managing Standard minus (b) the aggregate amount allocated pursuant to clauses
(i)—(iii) of the defined term “Senior Notes Accrued Quarterly Interest Amount (Class A-1)” in respect of such Interest Accrual Period. 

  













 “Class A-1 Notes Accrued
Quarterly Commitment Fee Amount” means, for each Interim Allocation Date with respect to a Quarterly Collection Period and the Interest Accrual Period beginning during such Quarterly Collection Period (or to the extent necessary to cover
any Commitment Fee Final Adjustment Amount with respect to the Interest Accrual Period ending in such Quarterly Collection Period, as provided for in clause (iii) below) an amount equal to the sum of: 

(i) the sum of (A) the product of (1) the Interim Accrual Percentage and (2) the
Class A-1 Estimated Quarterly Commitment Fee for such Interest Accrual Period and (B) the Class A-1 Accrued Quarterly Commitment Fee Shortfall for such
Interim Allocation Date, until such Class A-1 Estimated Quarterly Commitment Fee, net of any allocated but unpaid negative Commitment Fee Final Adjustment Amount with respect to a prior Interest Accrual
Period, shall have been allocated in full; 
 (ii) if such Interim Allocation Date is the sixth (6th) Interim Allocation Date in such Quarterly Collection Period, the Commitment Fee Interim Adjustment Amount, if positive, with respect to such Interest Accrual Period (without duplication of
clause (i)); and 
 (iii) if such Interim Allocation Date is the last Interim Allocation Date in the Interest Accrual Period ending
in such Quarterly Collection Period, the Commitment Fee Final Adjustment Amount, if positive, with respect to such Interest Accrual Period. 

For purposes of the Base Indenture, the “Class A-1 Notes Accrued Quarterly Commitment Fee
Amount” shall be deemed to be the “Class A-1 Notes Accrued Quarterly Commitment Fee Amount”. 

“Class A-1 Order of Distribution” shall mean the priorities of
distribution set forth in in Section 4.02(a) and (b) of the Series 2018-1 Class A-1 Note Purchase Agreement. 

“Class A-1 Quarterly Commitment Fee Amount” means, for any
Interest Accrual Period, with respect to all Outstanding Series 2018-1 Class A-1 Notes, the Undrawn Commitment Fees due and payable on all such Outstanding Series 2018-1 Class A-1 Notes with respect to such Interest Accrual Period. For purposes of the Base Indenture, the “Class A-1
Quarterly Commitment Fee Amount” shall be deemed to be a “Class A-1 Quarterly Commitment Fee Amount”. 

“Class A-2 Accrued Quarterly Scheduled Principal Amount” means,
for each Interim Allocation Date during any Quarterly Collection Period, an amount equal to the sum of (i) the product of (1) the Interim Accrual Percentage and (2) the Quarterly Scheduled Principal Amount for the Quarterly Payment
Date in the next succeeding Quarterly Collection Period and (ii) the Class A-2 Accrued Quarterly Scheduled Principal Shortfall Amount for such Interim Allocation Date, until such Quarterly Scheduled
Principal Amount shall have been allocated (or prefunded with respect to the first Quarterly Collection Period) in full. For purposes of the Base Indenture, the Class A-2 Accrued Quarterly Scheduled
Principal Amount shall be deemed to be a “Senior Notes Accrued Quarterly Scheduled Principal Amount”. 

“Class A-2 Accrued Quarterly Scheduled Principal Shortfall Amount”
means, (a) for the first Interim Allocation Date with respect to any Quarterly Collection Period, zero, and (b) for any other Interim Allocation Date with respect to such Quarterly Collection Period the amount, if any, by which
(i) the amount allocated to the Senior Notes Principal Payment Account with respect to Class A-2 Accrued Quarterly Scheduled Principal Amounts on the immediately preceding Interim Allocation Date
with respect to such Quarterly Collection Period was less than (ii) the Class A-2 Accrued Quarterly Scheduled Principal Amount for such immediately preceding Interim Allocation Date. 












 “Class A-2 Quarterly
Interest” means, with respect to any Interest Accrual Period, an amount equal to the sum of (i) the accrued interest at the Series 2018-1 Class A-2
Note Rate on the Series 2018-1 Class A-2 Outstanding Principal Amount (excluding, for the avoidance of doubt, Senior Notes Accrued Quarterly Post-ARD Contingent Interest), calculated based on a 360-day year of twelve 30-day months and (ii) the amount of any Class A-2 Quarterly Interest Shortfall Amount for the immediately preceding Interest Accrual Period together with additional interest thereon as set forth in Section 3.5(a). 

“Closing Date” means August 1, 2018. For purposes of the Base Indenture, the Closing Date shall be deemed the
“Series Closing Date” with respect to the Series 2018-1 Notes. 

“Commitments” has the meaning set forth in Section 1.02 of the Series 2018-1 Class A-1 Note Purchase Agreement. 

“Commitment Fee Final Adjustment Amount” means, for any Interest Accrual Period, the result (whether a positive or negative
number) of (a) the aggregate of the Daily Commitment Fees Amounts for each day in such Interest Accrual Period minus (b) the aggregate amount allocated pursuant to clauses (i)—(iii) of the defined term “Class A-1 Notes Accrued Quarterly Commitment Fee Amount” in respect of such Interest Accrual Period. For purposes of the Base Indenture, the “Commitment Fee Final Adjustment Amount” shall
be deemed to be the “Class A-1 Commitment Fee Adjustment Amount”. 

“Commitment Fee Interim Adjustment Amount” means, with respect to any Interest Accrual Period, as of any date of
determination prior to the ending of such Interest Accrual Period, the result (if positive) of (a) the expected aggregate of the Daily Commitment Fees Amounts for each day in such Interest Accrual Period as of such date of determination, as
determined by the Manager in accordance with the Managing Standard minus (b) the aggregate amount allocated pursuant to clauses (i)—(iii) of the defined term “Class A-1
Notes Accrued Quarterly Commitment Fee Amount” in respect of such Interest Accrual Period. 
 “Commitment Termination
Date” has the meaning set forth in Section 1.02 of the Series 2018-1 Class A-1 Note Purchase Agreement. 

“Committed Note Purchaser” has the meaning set forth in the preamble to the Series
2018-1 Class A-1 Note Purchase Agreement. 

“Conduit Investors” has the meaning set forth in the preamble to the Series 2018-1 Class A-1 Note Purchase Agreement. 
 “CP Advance” has the meaning set forth in
Section 1.02 of the Series 2018-1 Class A-1 Note Purchase Agreement. 

“CP Rate” has the meaning set forth in Section 1.02 of the Series
2018-1 Class A-1 Note Purchase Agreement. 

“Daily Commitment Fees Amount” means, for any day during any Interest Accrual Period, the Undrawn Commitment Fees that accrue
for such day. 
 “Daily Post-Renewal Date Contingent Interest Amount” means, for any day during any Interest Accrual Period
commencing on or after the Series 2018-1 Class A-1 Notes Renewal Date, the sum of (a) the result of (i) the product of (x) the Series 2018-1 Class A-1 Post-Renewal Date Contingent Interest Rate and (y) the Series 2018-1
Class A-1 Outstanding Principal Amount (excluding any Base Rate Advances and Undrawn L/C Face Amounts included therein) as of the close of business on such day divided by (ii) 360 and (b) the result
of (i) the product of (x) the Series 2018-1 Class A-1 Post-Renewal Date Contingent Interest Rate and (y) any Base Rate Advances included in the
Series 2018-1 Class A-1 Outstanding Principal Amount as of the close of business on such day divided by (ii) 365 or 366, as applicable. 












 “Decrease” means a Mandatory Decrease or a Voluntary Decrease, as
applicable. 
 “Definitive Notes” has the meaning set forth in Section 4.2(c) of the Series 2018-1 Supplement. 
 “Depository” means the depository or the custodian specified herein
to whom the Notes of a Class of a Series, upon original issuance, may be issued and delivered. 
 “DTC” means The
Depository Trust Company and any successor thereto. 
 “Estimated
Class A-1 Daily Interest Amount” means (a) for the first Interest Accrual Period, the Class A-1 Daily Interest Amount as of the
Closing Date and (b) for any other Interest Accrual Period, the Class A-1 Daily Interest Amount for the first day of the Quarterly Collection Period during which such Interest Accrual Period
commenced. 
 “Estimated Daily Commitment Fees Amount” means (a) for the first Interest Accrual Period, the Daily
Commitment Fees Amount as of the Closing Date and (b) for any other Interest Accrual Period, the Daily Commitment Fees Amount for the first day of the Quarterly Collection Period during which such Interest Accrual Period commenced. 

“Eurodollar Advance” has the meaning set forth in Section 1.02 of the Series 2018-1 Class A-1 Note Purchase Agreement. 

“Eurodollar Rate” has the meaning set forth in Section 1.02 of the Series 2018-1 Class A-1 Note Purchase Agreement. 

“Fitch” means Fitch, Inc., doing business as Fitch Ratings, or any successor thereto. 

“Funding Agent” has the meaning set forth in the preamble to the Series 2018-1 Class A-1 Note Purchase Agreement. 
 “Increase” has the meaning set forth in
Section 2.1(a) of the Series 2018-1 Supplement.” 
 “Initial
Purchasers” means, collectively, Guggenheim Securities, LLC, Citigroup Global Markets, Inc. and ING Financial Markets LLC. 

“Interim Accrual Percentage” means 20.0%. 

“Investor” has the meaning set forth in Section 1.02 of the Series
2018-1 Class A-1 Note Purchase Agreement. 

“Investor Group Supplement” has the meaning set forth in Section 9.17(c) of the Series 2018-1 Class A-1 Note Purchase Agreement. 
 “L/C
Commitment” has the meaning set forth in Section 1.02 of the Series 2018-1 Class A-1 Note Purchase Agreement. 

“L/C Issuing Bank” has the meaning set forth in Section 2.07(g) of the Series 2018-1 Class A-1 Note Purchase Agreement. 












 “L/C Quarterly Fees” has the meaning set forth in
Section 2.07(d) of the Series 2018-1 Class A-1 Note Purchase Agreement. 

“L/C Obligations” has the meaning set forth in Section 1.02 of the Series 2018-1 Class A-1 Note Purchase Agreement. 
 “L/C
Provider” has the meaning set forth in Section 1.02 of the Series 2018-1 Class A-1 Note Purchase Agreement. 

“Letter of Credit” has the meaning set forth in the Series 2018-1 Class A-1 Note Purchase Agreement. 
 “Make-Whole End Date” has the meaning set
forth in Section 3.6(e) of the Series 2018-1 Supplement. 

“Mandatory Decrease” has the meaning set forth in the Series 2018-1 Class A-1 Note Purchase Agreement. 
 “Offering Memorandum” means the offering
memorandum for the offering of the Series 2018-1 Class A-2 Notes, dated July 19, 2018, prepared by the Master Issuer. 

“Outstanding Series 2018-1
Class A-1 Notes” means, with respect to the Series 2018-1 Class A-1 Notes, all Series 2018-1 Class A-1 Notes theretofore authenticated and delivered under the Base Indenture, except: 

(i) Series 2018-1 Class A-1 Notes
theretofore canceled by the Registrar or delivered to the Registrar for cancellation; 
 (ii) Series 2018-1 Class A-1 Notes, or portions thereof, for whose payment or redemption funds in the necessary amount have been theretofore irrevocably deposited in the Series 2018-1 Class A-1 Distribution Account and are available for payment of such Series 2018-1
Class A-1 Notes and the Series 2018-1 Class A-1 Commitments with respect to which have terminated; provided that
if such Series 2018-1 Class A-1 Notes or portions thereof are to be redeemed, notice of such redemption has been duly given pursuant to the Indenture or provision
therefore reasonably satisfactory to the Trustee has been made; 
 (iii) Series
2018-1 Class A-1 Notes that have been defeased in accordance with Section 12.1 of the Base Indenture; 

(iv) Series 2018-1 Class A-1 Notes in
exchange for, or in lieu of which other Series 2018-1 Class A-1 Notes have been authenticated and delivered pursuant to the Indenture, unless proof reasonably
satisfactory to the Trustee is presented that any such Series 2018-1 Class A-1 Notes are held by a holder in due course or protected purchaser; and 

(v) Series 2018-1 Class A-1 Notes alleged
to have been mutilated, destroyed, lost or stolen for which replacement Series 2018-1 Class A-1 Notes have been issued as provided in the Indenture. 

“Outstanding Series 2018-1
Class A-2 Notes” means, with respect to the Series 2018-1 Class A-2 Notes, all Series 2018-1 Class A-2 Notes theretofore authenticated and delivered under the Base Indenture, except: 












 (i) Series 2018-1 Class A-2 Notes theretofore canceled by the Registrar or delivered to the Registrar for cancellation; 

(ii) Series 2018-1 Class A-2 Notes, or
portions thereof, for whose payment or redemption funds in the necessary amount have been theretofore irrevocably deposited in the Series 2018-1 Class A-2
Distribution Account and are available for payment of such Series 2018-1 Class A-2 Notes; provided that if such Series
2018-1 Class A-2 Notes or portions thereof are to be redeemed, notice of such redemption has been duly given pursuant to the Indenture or provision therefore
reasonably satisfactory to the Trustee has been made; 
 (iii) Series 2018-1 Class A-2 Notes that have been defeased in accordance with Section 12.1 of the Base Indenture; 

(iv) Series 2018-1 Class A-2 Notes in
exchange for, or in lieu of which other Series 2018-1 Class A-2 Notes have been authenticated and delivered pursuant to the Indenture, unless proof reasonably
satisfactory to the Trustee is presented that any such Series 2018-1 Class A-2 Notes are held by a holder in due course or protected purchaser; and 

(v) Series 2018-1 Class A-2 Notes alleged
to have been mutilated, destroyed, lost or stolen for which replacement Series 2018-1 Class A-2 Notes have been issued as provided in the Indenture; 

provided that (A) in determining whether the Noteholders of the requisite Outstanding Principal Amount have given any request, demand,
authorization, direction, notice, consent, waiver or vote under the Indenture, the following Series 2018-1 Class A-2 Notes shall be disregarded and deemed not to be
Outstanding: (x) Series 2018-1 Class A-2 Notes owned by the Securitization Entities or any other obligor upon the Series
2018-1 Class A-2 Notes or any Affiliate of any of them and (y) Series 2018-1
Class A-2 Notes held in any accounts with respect to which the Manager or any Affiliate thereof exercises discretionary voting authority; provided, further, that in determining whether the
Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or vote, only Series 2018-1 Class A-2 Notes
as described under clause (x) or (y) above that a Trust Officer actually knows to be so owned shall be so disregarded; and (B) Series 2018-1 Class A-2 Notes owned in the manner indicated in clause (x) or (y) above that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to
the satisfaction of the Trustee the pledgee’s right so to act with respect to such Series 2018-1 Class A-2 Notes and that the pledgee is not a Securitization
Entity or any other obligor or the Manager, an Affiliate thereof, or an account for which the Manager or an Affiliate of the Manager exercises discretionary voting authority. 

“Outstanding Series 2018-1 Notes” means, collectively, all Outstanding Series 2018-1 Class A-1 Notes and all Outstanding Series 2018-1 Class A-2 Notes. 

“Permanent Regulation S Global Notes” has the meaning set forth in
Section 4.2(b) of the Series 2018-1 Supplement. 
 “Prepayment
Notice” has the meaning set forth in Section 3.6(g) of the Series 2018-1 Supplement. 

“Prepayment Record Date” means, with respect to the date of any Series 2018-1
Prepayment, the last day of the calendar month immediately preceding the date of such Series 2018-1 Prepayment unless such last day is less than ten (10) Business Days prior to the date of such Series 2018-1 Prepayment, in which case the “Prepayment Record Date” will be the last day of the second calendar month immediately preceding the date of such Series 2018-1
Prepayment. 












 “Quarterly Scheduled Principal Amount” means, with respect to any Quarterly
Payment Date, (i) with respect to the Series 2018-1 Class A-2-I Notes, $1,437,500 and (ii) with respect to the
Series 2018-1 Class A-2-II Notes, $1,562,500; provided that amounts paid to the Series
2018-1 Class A-2 Noteholders in respect of the Series 2018-1 Class A-2
Outstanding Principal Amount (x) in respect of amounts allocated pursuant to priority (i)(D) of the Priority of Payments shall reduce the respective Quarterly Scheduled Principal Amounts ratably and (y) as optional prepayments
pursuant to Section 3.6(f) shall reduce all remaining Quarterly Scheduled Principal Amounts with respect to the applicable Tranche ratably. Series 2018-1 Class A-2 Notes that are cancelled pursuant to Section 2.14 of the Base Indenture shall reduce the applicable Quarterly Scheduled Principal Amounts prior to the applicable Series 2018-1 Anticipated Repayment Date ratably based on the Outstanding Principal Amount of such Series 2018-1 Class A-2 Notes. For
purposes of the Base Indenture, Quarterly Scheduled Principal Amounts shall be deemed to be “Scheduled Principal Payments”. 

“Quarterly Scheduled Principal Deficiency Amount” means, as of any date of determination, the amount, if any, of due and
unpaid Quarterly Scheduled Principal Amount with respect to each Quarterly Payment Date prior to such date of determination. For purposes of the Base Indenture, the “Quarterly Scheduled Principal Deficiency Amount” shall be deemed to be a
“Senior Notes Quarterly Scheduled Principal Deficiency Amount”. 
 “QIB” means a “Qualified Institutional
Buyer” as defined in Rule 144A. 
 “Rating Agencies” means, collectively, S&P, KBRA and any respective successor
or successors thereto. Solely with respect to the Series 2018-1 Class A-2 Notes, in the event that at any time the rating agencies rating the Series 2018-1 Class A-2 Notes do not include S&P and/or KBRA, references to rating categories of S&P and/or KBRA in this Series Supplement shall be deemed instead to be
references to the equivalent categories of such other rating agency as then is rating the Notes as of the most recent date on which such other rating agency and S&P and/or KBRA published ratings for the type of security in respect of which such
alternative rating agency is used. 
 “Regulation S” means Regulation S promulgated under the 1933 Act. 

“Regulation S Global Notes” means, collectively, the Temporary Regulation S Global Notes and the
Permanent Regulation S Global Notes. 
 “Restricted Period” means, with respect to any Series 2018-1 Class A-2 Notes sold pursuant to Regulation S, the period commencing on the Series 2018-1 Closing Date and ending on the 40th day after the Series 2018-1 Closing Date. 

“Rule 144A” means Rule 144A promulgated under the 1933 Act. 

“Rule 144A Global Notes” has the meaning set forth in Section 4.2(a) of the
Series 2018-1 Supplement. 
 “Senior Notes Accrued Quarterly Interest Amount” means, for each Interim Allocation Date with respect to a Quarterly Collection Period and the Interest Accrual Period beginning during such Quarterly Collection Period (or to the extent necessary to
cover any Class A-1 Final Interest Adjustment Amount with respect to the Interest Accrual Period ending in such Quarterly Collection Period, as provided for in clause (iii) of “Senior
Notes Accrued Quarterly Interest Amount (Class A-1)”), an amount equal to the sum of Senior Notes Accrued Quarterly Interest Amount (Class A-1) and Senior Notes
Accrued Quarterly Interest Amount (Class A-2) for such Interim Allocation Date. For purposes of the Base Indenture, the “Senior Notes Accrued Quarterly Interest Amount” shall be deemed to be a
“Senior Notes Accrued Quarterly Interest Amount”. 












 “Senior Notes Accrued Quarterly Interest Amount (Class A-1)” means, for each Interim Allocation Date with respect to a Quarterly Collection Period and the Interest Accrual Period beginning during such
Quarterly Collection Period (or to the extent necessary to cover any Class A-1 Final Interest Adjustment Amount with respect to the Interest Accrual Period ending in such Quarterly Collection Period, as
provided for in clause (iii) below), an amount equal to the sum of: 
 (i) the sum of (A) the product of (1) the
Interim Accrual Percentage and (2) the Class A-1 Estimated Quarterly Interest for such Interest Accrual Period and (B) the Senior Notes Accrued Quarterly Interest Shortfall (Class A-1) for such Interim Allocation Date, until such Class A-1 Estimated Quarterly Interest, net of any allocated but unpaid negative
Class A-1 Final Interest Adjustment Amount with respect to a prior Interest Accrual Period, shall have been allocated in full; 

(ii) if such Interim Allocation Date is the sixth (6th) Interim Allocation Date in such
Quarterly Collection Period, the Class A-1 Interim Interest Adjustment Amount, if positive, with respect to such Interest Accrual Period (without duplication of clause (i)); and 

(iii) if such Interim Allocation Date is the last Interim Allocation Date in the Interest Accrual Period ending in such Quarterly Collection
Period, the Class A-1 Final Interest Adjustment Amount, if positive, with respect to such Interest Accrual Period. 

“Senior Notes Accrued Quarterly Interest Amount (Class A-2)” means, for each Interim Allocation Date with respect to a Quarterly Collection Period and the Interest Accrual Period beginning during such Quarterly Collection Period, an amount equal to the sum of:
(i) the product of (1) the Interim Accrual Percentage and (2) the expected Class A-2 Quarterly Interest for such Interest Accrual Period and (ii) the Senior Notes Accrued Quarterly
Interest Shortfall (Class A-2) for such Interim Allocation Date, until such expected Class A-2 Quarterly Interest shall have been allocated in full. 

“Senior Notes Accrued Quarterly Interest Shortfall (Class A-1)” means (a) for
the first Interim Allocation Date with respect to any Quarterly Collection Period, zero, and (b) for any other Interim Allocation Date with respect to such Quarterly Collection Period the amount, if any, by which (i) the aggregate amount
allocated to the Senior Notes Interest Payment Account with respect to Senior Notes Accrued Quarterly Interest Amount (Class A-1) on each preceding Interim Allocation Date with respect to such Quarterly
Collection Period was less than (ii) the aggregate Senior Notes Accrued Quarterly Interest Amount (Class A-1) for all such preceding Interim Allocation Dates. 

“Senior Notes Accrued Quarterly Interest Shortfall (Class A-2)” means (a) for
the first Interim Allocation Date with respect to any Quarterly Collection Period, zero, and (b) for any other Interim Allocation Date with respect to such Quarterly Collection Period the amount, if any, by which (i) the aggregate amount
allocated to the Senior Notes Interest Payment Account with respect to the Senior Notes Accrued Quarterly Interest Amount (Class A-2) on each preceding Interim Allocation Date with respect to such Quarterly
Collection Period was less than (ii) the aggregate Senior Notes Accrued Quarterly Interest Amount (Class A-2) for all such preceding Interim Allocation Dates. 

“Senior Notes Accrued Quarterly Post-ARD Contingent Interest Amount” means, for each
Interim Allocation Date with respect to a Quarterly Collection Period, an amount equal to the sum of (i) the product of (1) the Interim Accrual Percentage and (2) the aggregate of each interest amount designated hereunder as a
“Senior Notes Quarterly Post-ARD Contingent Interest Amount” for purposes of the Base Indenture (collectively, the “Designated SNQPCIA”) due on the Quarterly Payment Date in the next
succeeding 












 
Quarterly Collection Period and (ii) the Senior Notes Accrued Quarterly Post-ARD Contingent Interest Shortfall for such Interim Allocation Date, until
such Designated SNQPCIA shall have been allocated in full. For purposes of the Base Indenture, the “Senior Notes Accrued Quarterly Post-ARD Contingent Interest Amount” shall be deemed to be a
“Senior Notes Accrued Quarterly Post-ARD Contingent Interest Amount”. 
 “Senior
Notes Accrued Quarterly Post-ARD Contingent Interest Shortfall” means (a) for the first Interim Allocation Date with respect to any Quarterly Collection Period, zero, and (b) for any other
Interim Allocation Date with respect to such Quarterly Collection Period the amount, if any, by which (i) the aggregate amount allocated to the Senior Notes Post-ARD Contingent Interest Account with
respect to the Series 2018-1 Notes on each preceding Interim Allocation Date with respect to such Quarterly Collection Period was less than (ii) the Senior Notes Accrued Quarterly Post-ARD Contingent Interest Amount for all such preceding Interim Allocation Dates. 
 “Series 2018-1 Anticipated Repayment Date” has the meaning set forth in Section 3.6(b) of the Series 2018-1 Supplement. For purposes of the Base
Indenture, the “Series 2018-1 Anticipated Repayment Date” shall be deemed to be an “Anticipated Repayment Date”. 

“Series 2018-1 Class A-1
Administrative Expenses” means, for any Interim Allocation Date, the aggregate amount of any Administrative Agent Fees and Class A-1 Amendment Expenses then due and payable and not previously
paid and, if the following Quarterly Payment Date is a Series 2018-1 Class A-1 Notes Renewal Date, the amount of any
Class A-1 Extension Fees due and payable on such Quarterly Payment Date. For purposes of the Base Indenture, the “Series 2018-1
Class A-1 Administrative Expenses” shall be deemed to be “Class A-1 Notes Administrative Expenses”. 

“Series 2018-1 Class A-1
Advance” has the meaning set forth in the recitals to the Series 2018-1 Class A-1 Note Purchase Agreement. 

“Series 2018-1 Class A-1 Advance
Notes” has the meaning set forth in “Designation” in the Series 2018-1 Supplement. 

“Series 2018-1 Class A-1 Advance
Request” has the meaning set forth under “Advance Request” in this Annex A. 
 “Series 2018-1 Class A-1 Breakage Amount” has the meaning set forth under the “Breakage Amount” in this Annex A. 

“Series 2018-1 Class A-1
Commitments” has the meaning set forth under “Commitments” in this Annex A. 
 “Series 2018-1 Class A-1 Commitment Term” has the meaning set forth in under “Commitment Term” in Section 1.02 of the
Series 2018-1 Class A-1 Note Purchase Agreement. 

“Series 2018-1 Class A-1
Distribution Account” means account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Series 2018-1 – Series 2018-1
Distribution Account” maintained by the Trustee pursuant to Section 3.7(a) of the Series 2018-1 Supplement or any successor securities account maintained pursuant to
Section 3.7(a) of the Series 2018-1 Supplement. 
 “Series 2018-1 Class A-1 Distribution Account Collateral” has the meaning set forth in Section 3.7(b) of the Series 2018-1 Supplement. 












 “Series 2018-1 Class A-1 Excess Principal Event” shall be deemed to have occurred if, on any date, the Series 2018-1 Class A-1
Outstanding Principal Amount exceeds the Series 2018-1 Class A-1 Notes Maximum Principal Amount. 

“Series 2018-1 Class A-1 Initial
Advance” has the meaning set forth in Section 2.1(a) of the Series 2018-1 Supplement. 

“Series 2018-1 Class A-1 Initial
Advance Principal Amount” means the aggregate initial outstanding principal amount of the Series 2018-1 Class A-1 Advance Notes corresponding to the
aggregate amount of the Series 2018-1 Class A-1 Initial Advances made on the Closing Date pursuant to Section 2.1(a) of the Series 2018-1 Supplement, which is $0. 
 “Series 2018-1
Class A-1 Initial Aggregate Undrawn L/C Face Amount” means the aggregate initial outstanding principal amount of the Series 2018-1 Class A-1 L/C Note of the L/C Provider corresponding to the aggregate Undrawn L/C Face Amounts of the Letters of Credit issued on the Closing Date pursuant to Section 2.07 of the
Series 2018-1 Class A-1 Note Purchase Agreement, which is $0. 

“Series 2018-1 Class A-1 Initial
Swingline Principal Amount” means the aggregate initial outstanding principal amount of the Series 2018-1 Class A-1 Swingline Notes corresponding to the
aggregate amount of the Swingline Loans made on the Closing Date pursuant to Section 2.06 of the Series 2018-1 Class A-1 Note Purchase
Agreement, which is $0. 
 “Series 2018-1
Class A-1 Investor” has the meaning set forth under “Investor” in this Annex A. 

“Series 2018-1 Class A-1 L/C
Notes” has the meaning set forth in “Designation” in the Series 2018-1 Supplement. 

“Series 2018-1 Class A-1 L/C
Obligations” has the meaning set forth under “L/C Obligations” in this Annex A. 
 “Series 2018-1 Class A-1 Legal Final Maturity Date” is the Quarterly Payment Date occurring in September 2048. 

“Series 2018-1 Class A-1 Note
Purchase Agreement” means the Class A-1 Note Purchase Agreement, dated as of July 19, 2018, by and among the Master Issuer, the Guarantors, the Manager, the Series 2018-1 Class A-1 Investors, the Series 2018-1 Class A-1 Noteholders and ING Capital
LLC, as administrative agent thereunder, pursuant to which the Series 2018-1 Class A-1 Noteholders have agreed to purchase the Series
2018-1 Class A-1 Notes from the Master Issuer, subject to the terms and conditions set forth therein, as amended, supplemented or otherwise modified from time to
time. For purposes of the Base Indenture, the “Series 2018-1 Class A-1 Note Purchase Agreement” shall be deemed to be a “Variable Funding Note
Purchase Agreement”. 
 “Series 2018-1 Class A-1 Note Rate” means, for any day, (a) with respect to any portion of the Series 2018-1 Class A-1 Outstanding
Principal Amount as of such day, the CP Rate, the Eurodollar Rate or the Base Rate, as applicable thereto pursuant to the Series 2018-1 Class A-1 Note Purchase
Agreement for such day, and (b) with respect to any other amounts that any Related Document provides is to bear interest by reference to the Series 2018-1
Class A-1 Note Rate, the Base Rate in effect for such day. 
 “Series 2018-1 Class A-1 Noteholder” means the Person in whose name a Series 2018-1
Class A-1 Note is registered in the Note Register. 












 “Series 2018-1 Class A-1 Notes” has the meaning set forth in “Designation” in the Series 2018-1 Supplement. 

“Series 2018-1 Class A-1 Notes
Amortization Event” means that the Outstanding Principal Amount of the Series 2018-1 Class A-1 Notes is not paid in full or otherwise refinanced in full
(which refinancing may also include an extension thereof) on or prior to the Series 2018-1 Class A-1 Notes Renewal Date. For purposes of the Base Indenture, a
“Series 2018-1 Class A-1 Notes Amortization Event” shall be deemed to be a “Class A-1 Notes Amortization
Event”. 
 “Series 2018-1
Class A-1 Notes Amortization Period” means the period commencing on the date on which a Series 2018-1
Class A-1 Notes Amortization Event occurs and ending on the date on which there are no Series 2018-1 Class A-1 Notes
Outstanding. For purposes of the Base Indenture, a “Series 2018-1 Class A-1 Notes Amortization Period” shall be deemed to be a “Class A-1 Notes Amortization Period”. 
 “Series
2018-1 Class A-1 Notes Maximum Principal Amount” means $75,000,000, as such amount may be reduced pursuant to
Section 2.05 of the Series 2018-1 Class A-1 Note Purchase Agreement. 

“Series 2018-1 Class A-1 Notes
Renewal Date” means (i) the Quarterly Payment Date in September 2023, (ii) if the date in clause (i) is extended at such time to the Quarterly Payment Date in September 2024, the Quarterly Payment Date in September 2024, and
(iii) if the date in clause (ii) is extended at such time to the Quarterly Payment Date in September 2025, the Quarterly Payment Date in September 2025, in each case pursuant to Section 3.6(b) of this Series
Supplement. For purposes of the Base Indenture, the “Series 2018-1 Class A-1 Notes Renewal Date” shall be deemed to be a
“Class A-1 Notes Renewal Date”. 
 “Series
2018-1 Class A-1 Outstanding Principal Amount” means, when used with respect to any date, an amount equal to (a) the Series 2018-1 Class A-1 Initial Advance Principal Amount, if any, minus (b) the amount of principal payments (whether pursuant to a Decrease, a prepayment, a
redemption or otherwise) made on the Series 2018-1 Class A-1 Advance Notes on or prior to such date plus (c) any Increases in the Series 2018-1 Class A-1 Outstanding Principal Amount pursuant to Section 2.1 of the Series 2018-1 Supplement
resulting from Series 2018-1 Class A-1 Advances made on or prior to such date and after the Closing Date plus (d) any Series 2018-1 Class A-1 Outstanding Subfacility Amount on such date; provided that at no time may the Series 2018-1 Class A-1 Outstanding Principal Amount exceed the Series 2018-1 Class A-1 Notes Maximum Principal Amount. For purposes of the
Base Indenture, the “Series 2018-1 Class A-1 Outstanding Principal Amount” shall be deemed to be an “Outstanding Principal Amount”. 

“Series 2018-1 Class A-1
Outstanding Subfacility Amount” means, when used with respect to any date, the aggregate principal amount of any Series 2018-1 Class A-1 Swingline Notes
and Series 2018-1 Class A-1 L/C Notes outstanding on such date (after giving effect to Subfacility Increases or Subfacility Decreases therein to occur on such date
pursuant to the terms of the Series 2018-1 Class A-1 Note Purchase Agreement or the Series 2018-1 Supplement). 

“Series 2018-1 Class A-1
Post-Renewal Date Contingent Interest Amount” means, for any Interest Accrual Period commencing on or after the Series 2018-1 Class A-1 Notes Renewal Date,
an amount equal to the sum of the aggregate of the Daily Post-Renewal Date Contingent Interest Amounts for each day in such Interest Accrual Period. For purposes of the Base Indenture, Series 2018-1 Class A-1 Post-Renewal Date Contingent Interest Amount shall be deemed to be a “Senior Notes Quarterly Post-ARD Contingent Interest Amount”. 












 “Series 2018-1 Class A-1 Post-Renewal Date Contingent Interest Rate” has the meaning set forth in Section 3.4(c) of the Series 2018-1 Supplement. 

“Series 2018-1 Class A-1
Subfacility Noteholder” means the Person in whose name a Series 2018-1 Class A-1 Swingline Note or Series 2018-1 Class A-1 L/C Note is registered in the Note Register. 
 “Series 2018-1 Class A-1 Swingline Loan” has the meaning set forth under “Swingline Loan” in this Annex A. 

“Series 2018-1 Class A-1 Swingline
Notes” has the meaning set forth in “Designation” of the Series 2018-1 Supplement. 

“Series 2018-1 Class A-1 VFN Fee
Letter” means the Fee Letter, dated as of the Closing Date, by and among the Master Issuer, the Guarantors, the Manager, the Conduit Investors, the Committed Note Purchasers, the Funding Agents, the L/C Provider, the Swingline Lender, and
the Administrative Agent, as the same may be amended, supplemented or otherwise modified from time to time pursuant to the terms thereof. 

“Series 2018-1 Class A-2
Distribution Account” means account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Series 2018-1 – Series 2018-1
Distribution Account” maintained by the Trustee pursuant to Section 3.8(a) of the Series 2018-1 Supplement or any successor securities account maintained pursuant to
Section 3.8(a) of the Series 2018-1 Supplement. 
 “Series 2018-1 Class A-2 Distribution Account Collateral” has the meaning set forth in Section 3.8(b) of the Series 2018-1 Supplement. 
 “Series 2018-1 Class A-2 Initial Principal Amount” means the aggregate initial outstanding principal amount of the Series 2018-1
Class A-2 Notes, which is $1,200,000,000. 
 “Series
2018-1 Class A-2 Legal Final Maturity Date” means the Quarterly Payment Date occurring in September 2048. 

“Series 2018-1 Class A-2 Make-Whole
Prepayment Premium” means, with respect to a Series 2018-1 Class A-2 Prepayment, an amount (not less than zero) calculated by the Manager on behalf of the
Master Issuer equal to (A) if such Series 2018-1 Class A-2 Prepayment occurs prior to the relevant Make-Whole End Date with respect to the applicable Tranche
(i) the discounted present value as of the relevant Series 2018-1 Class A-2 Make-Whole Premium Calculation Date of all future installments of interest
(excluding any interest required to be paid on the applicable Series 2018-1 Prepayment Date) on and principal of such Tranche (or portion thereof) being prepaid that the Master Issuer would otherwise be
required to pay on such Tranche (or such portion thereof to be prepaid) from the applicable Series 2018-1 Prepayment Date to and including the Make-Whole End Date with respect to such Tranche, assuming that
(x) principal payments of Quarterly Scheduled Principal Amounts are made pursuant to the then-applicable schedule of payments (giving effect to any ratable reductions in the Quarterly Scheduled Principal Amounts due to optional and mandatory
prepayments, including prepayments in connection with a Rapid Amortization Event and cancellations of repurchased Notes prior to the date of such repayment), (y) Quarterly Scheduled Principal Amounts (or ratable amounts thereof based on the
principal of such Tranche (or portion thereof) being prepaid) are to be made with respect to such Tranche (or portion thereof to be prepaid) on each Quarterly Payment Date prior to such Make-Whole End Date and (z) the entire remaining unpaid
principal amount of such Tranche (or portion thereof) is paid on such Make-Whole End Date minus (ii) the Outstanding Principal Amount of such Tranche (or portion thereof) being prepaid or (B) if such Series 2018-1 Class A-2 Prepayment occurs on or after the Make-Whole End Date with respect to the 












 
applicable Tranche, zero. For the purposes of the calculation of the discounted present value in clause (A)(i) above, such present value shall be determined by the Manager, on behalf of the
Master Issuer, using a discount rate equal to the sum of: (x) the yield to maturity (adjusted to a quarterly bond-equivalent basis), on the Series 2018-1
Class A-2 Make-Whole Premium Calculation Date, of the United States Treasury Security having a maturity closest to the relevant Make-Whole End Date plus (y) 0.50%. For purposes of the Base
Indenture, “Series 2018-1 Class A-2 Make-Whole Prepayment Premium” shall be deemed to be “unpaid premiums and make-whole prepayment premiums”
for purposes of the Priority of Payments. 
 “Series 2018-1 Class A-2 Note Purchase Agreement” means the Purchase Agreement, dated as of July 19, 2018, by and among Guggenheim Securities, LLC, on behalf of itself and as representative of the Initial Purchasers,
the Master Issuer, the Guarantors, the Manager, Planet Fitness, Inc., Planet Intermediate, LLC and Pla-Fit Holdings, LLC as amended, supplemented or otherwise modified from time to time. 

“Series 2018-1 Class A-2 Note
Rate” means (i) with respect to the Series 2018-1 Class A-2-I Notes, the Series
2018-1 Class A-2-I Note Rate and (ii) with respect to the Series 2018-1 Class A-2-II, the Series 2018-1 Class A-2-II
Note Rate. 
 “Series 2018-1
Class A-2 Noteholder” means the Person in whose name a Series 2018-1 Class A-2 Note is
registered in the Note Register. 
 “Series 2018-1 Class A-2-I Note Rate” means 4.262% per annum. 

“Series 2018-1 Class A-2-II Note Rate” means 4.666% per annum. 
 “Series 2018-1 Class A-2 Notes” has the meaning specified in “Designation” of the Series 2018-1
Supplement. 
 “Series 2018-1
Class A-2 Outstanding Principal Amount” means, when used with respect to any date, an amount equal to (a) the Series 2018-1 Class A-2 Initial Principal Amount, minus (b) the aggregate amount of principal payments (whether a Quarterly Scheduled Principal Amount, a prepayment, a purchase and cancellation, a redemption or
otherwise) made to Series 2018-1 Class A-2 Noteholders with respect to Series 2018-1
Class A-2 Notes on or prior to such date. For purposes of the Base Indenture, the “Series 2018-1 Class A-2
Outstanding Principal Amount” shall be deemed to be an “Outstanding Principal Amount”. 
 “Series 2018-1 Class A-2 Prepayment” has the meaning set forth in Section 3.6(e) of the Series
2018-1 Supplement. 
 “Series 2018-1
Class A-2 Prepayment Date” means the date on which any prepayment on the Series 2018-1 Class A 2 Notes is made pursuant to
Section 3.6(d), Section 3.6(f) or Section 3.6(j) of this Series Supplement, which shall be, with respect to any Series 2018-1 Class A-2 Prepayment pursuant to Section 3.6(f) of this Series Supplement, the date specified as such in the applicable Prepayment Notice and, with respect to any Series 2018-1 Class A-2 Prepayment in connection with a Rapid Amortization Period or Asset Disposition Proceeds, the immediately succeeding Quarterly Payment Date. 

“Series 2018-1 Class A-2 Quarterly Post-ARD Contingent Interest” has the meaning set forth in Section 3.5(b)(i). For purposes of the Base Indenture, Series 2018-1 Class A-2 Quarterly Post-ARD Contingent Interest shall be deemed to be a “Senior Notes Quarterly Post-ARD Contingent Interest
Amount”. 












 “Series 2018-1 Closing Date” means
August 1, 2018. For purposes of the Base Indenture, the Series 2018-1 Closing Date shall be deemed the “Series Closing Date” with respect to the Series
2018-1 Notes. 
 “Series 2018-1 Distribution
Accounts” means, collectively, the Series 2018-1 Class A-1 Distribution Account and the Series 2018-1 Class A-2 Distribution Account. For purposes of the Base Indenture, the Series 2018-1 Distribution Accounts shall be deemed to be “Series Distribution
Accounts”. 
 “Series 2018-1 Final Payment” means the payment of all accrued
and unpaid interest on and principal of all Outstanding Series 2018-1 Notes, the expiration or cash collateralization in accordance with the terms of the Series 2018-1 Class A-1 Note Purchase Agreement of all Undrawn L/C Face Amounts (after giving effect to the provisions of Section 4.04 of the Series 2018-1 Class A-1 Note Purchase Agreement), the payment of all fees and expenses and other amounts then due and payable under the Series 2018-1
Class A-1 Note Purchase Agreement and the termination in full of all Series 2018-1 Class A-1 Commitments. 

“Series 2018-1 Final Payment Date” means the date on which the Series 2018-1 Final Payment is made. 
 “Series 2018-1 First
Extension Election” has the meaning set forth in Section 3.6(b)(i) of the Series 2018-1 Supplement. 

“Series 2018-1 Global Notes” means, collectively, the Regulation S Global Notes
and the Rule 144A Global Notes. 
 “Series 2018-1 Ineligible Account” has the
meaning set forth in Section 3.11 of the Series 2018-1 Supplement. 

“Series 2018-1 Legal Final Maturity Date” means, (i) with respect to the Series 2018-1 Class A-1 Notes, the Series 2018-1 Class A-1 Legal Final Maturity Date and
(ii) with respect to the Series 2018-1 Class A-2 Notes, the Series 2018-1
Class A-2 Legal Final Maturity Date. For purposes of the Base Indenture, the “Series 2018-1 Legal Final Maturity Date” shall be deemed to be a
“Series Legal Final Maturity Date”. 
 “Series 2018-1 Class A-2 Make-Whole Premium Calculation Date” has the meaning set forth in Section 3.6(g) of the Series 2018-1 Supplement. 

“Series 2018-1 Non-Amortization Test” means a
test that will be satisfied on any Quarterly Payment Date if (i) the Holdco Leverage Ratio is less than or equal to 5.00x as calculated on the Quarterly Calculation Date immediately preceding such Quarterly Payment Date and (ii) no Rapid
Amortization Event has occurred and is continuing. For purposes of the Base Indenture, the “Series 2018-1 Non-Amortization Test” shall be deemed to be a
“Series Non-Amortization Test”. 
 “Series
2018-1 Note Owner” means, with respect to a Series 2018-1 Note that is a Book-Entry Note, the Person who is the beneficial owner of such Book-Entry Note, as
reflected on the books of the Clearing Agency that holds such Book-Entry Note, or on the books of a Person maintaining an account with such Clearing Agency (directly or as an indirect participant, in accordance with the rules of such Clearing
Agency). 
 “Series 2018-1 Noteholders” means, collectively, the Series 2018-1 Class A-1 Noteholders and the Series 2018-1 Class A-2 Noteholders. 












 “Series 2018-1 Notes” has the
meaning set forth in “Designation” in the Series 2018-1 Supplement. 
 “Series 2018-1 Outstanding Principal Amount” means, with respect to any date, the sum of the Series 2018-1 Class A-1 Outstanding
Principal Amount, plus the Series 2018-1 Class A-2 Outstanding Principal Amount. 

“Series 2018-1 Prepayment” means a Series
2018-1 Class A-2 Prepayment or any other prepayment in respect of the Series 2018-1 Notes pursuant to
Section 3.6(d) and (j). 
 “Series 2018-1 Prepayment
Amount” means the aggregate principal amount of the applicable Class of Notes to be prepaid on any Series 2018-1 Prepayment Date, together with all accrued and unpaid interest thereon to such
date. 
 “Series 2018-1 Prepayment Date” means the date on which any prepayment on
the Series 2018-1 Class A-1 Notes or the Series 2018-1 Class A-2 Notes is made
pursuant to Section 3.6(d)(i), Section 3.6(d)(ii), Section 3.6(f) or Section 3.6(j) of this Series Supplement, which shall be, with respect to
any Series 2018-1 Prepayment pursuant to Section 3.6(f) of this Series Supplement, the date specified as such in the applicable Prepayment Notice and, with respect to any Series 2018-1 Prepayment in connection with a Rapid Amortization Period or Asset Disposition Proceeds, the immediately succeeding Quarterly Payment Date. 

“Series 2018-1 Securities Intermediary” has the meaning set forth in
Section 3.9(a) of the Series 2018-1 Supplement. 
 “Series 2018-1 Second Extension Election” has the meaning set forth in Section 3.6(b)(ii) of the Series 2018-1 Supplement. 

“Series 2018-1 Senior Notes” means, collectively, the Series 2018-1 Class A-1 Notes and the Series 2018-1 Class A-2 Notes. 

“Series 2018-1 Senior Notes Quarterly Interest Amount” means, with respect to each
Quarterly Payment Date, the aggregate amount of Senior Notes Accrued Quarterly Interest Amounts with respect to the related Quarterly Collection Period (assuming that each of the Senior Notes Accrued Quarterly Interest Shortfall (Class A-1), the Class A-1 Interim Interest Adjustment Amount and the Senior Notes Accrued Quarterly Interest Shortfall (Class A-2) for
each applicable Interim Allocation Date were equal to zero) net of any allocated but unpaid negative Class A-1 Final Interest Adjustment Amount with respect to all such amounts are paid when due, and as
adjusted with respect to any estimates used in connection with the accrual of interest on the Series 2018-1 Class A-1 Notes) for the related Interest Accrual
Period. While not otherwise used herein, for purposes of the Base Indenture, the “Series 2018-1 Senior Notes Quarterly Interest Amount” shall be deemed to be a “Senior Notes Quarterly Interest
Amount”. 
 “Series 2018-1 Supplement” means the Series 2018-1 Supplement, dated as of the Series 2018-1 Closing Date by and among the Master Issuer, the Trustee and the Series 2018-1
Securities Intermediary, as amended, supplemented or otherwise modified from time to time. 
 “Series
2018-1 Supplemental Definitions List” has the meaning set forth in Article I of the Series 2018-1 Supplement. 

“STAMP” has the meaning set forth in Section 4.3(a) of the Series
2018-1 Supplement. 
 “Subfacility Decrease” has the meaning set forth in
Section 2.2(d) of the Series 2018-1 Supplement. 












 “Subfacility Increase” has the meaning set forth in
Section 2.1(b) of the Series 2018-1 Supplement. 
 “Swingline
Commitment” has the meaning set forth in Section 1.02 of the Series 2018-1 Class A-1 Note Purchase Agreement. 

“Swingline Lender” has the meaning set forth in Section 1.02 of the Series 2018-1 Class A-1 Note Purchase Agreement. 

“Swingline Loans” has the meaning set forth in Section 2.06(a) of the Series 2018-1 Class A-1 Note Purchase Agreement. 

“Temporary Regulation S Global Notes” has the meaning set forth in
Section 4.2(b) of the Series 2018-1 Supplement. 

“Tranche” means (i) the Series 2018-1 Class A-2-I Notes and (ii) the Series 2018-1 Class A-2-II Notes, each of
which is hereby designated as a “Tranche” of the Series 2018-1 Class A-2 Notes for purposes of the Base Indenture. 

“Undrawn Commitment Fees” has the meaning set forth in Section 3.02 of the Series 2018-1 Class A-1 Note Purchase Agreement. 
 “Undrawn
L/C Face Amounts” has the meaning set forth in Section 1.02 of the Series 2018-1 Class A-1 Note Purchase Agreement. 

“Unreimbursed L/C Drawings” has the meaning set forth in Section 1.02 of the Series 2018-1 Class A-1 Note Purchase Agreement. 
 “U.S.
Person” has the meaning set forth in Section 4.2 of the Series 2018-1 Supplement. 

“Voluntary Decrease” has the meaning set forth in Section 2.2(b) of the Series 2018-1 Supplement. 












 EXHIBIT A-1-1

 FORM OF SERIES 2018-1 VARIABLE FUNDING SENIOR NOTE, CLASS
A-1 
 SUBCLASS: SERIES 2018-1 CLASS A-1 ADVANCE NOTE 
 THE ISSUANCE AND SALE OF THIS SERIES 2018-1
VARIABLE FUNDING SENIOR NOTE, CLASS A-1 (THIS “NOTE”), WHICH IS A SERIES 2018-1 CLASS A-1 ADVANCE NOTE, HAS NOT
BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER RELEVANT JURISDICTION, AND PLANET FITNESS MASTER ISSUER
LLC (THE “MASTER ISSUER”) HAS NOT BEEN REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”). THIS NOTE AND ANY INTEREST HEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
TO PERSONS WHO ARE NOT COMPETITORS (AS DEFINED IN THE INDENTURE) (UNLESS THE MASTER ISSUER GIVES WRITTEN CONSENT TO SUCH OFFER, SALE, PLEDGE, OR OTHER TRANSFER), AND IN ACCORDANCE WITH THE PROVISIONS OF THE CLASS
A-1 NOTE PURCHASE AGREEMENT, DATED AS OF JULY 19, 2018 BY AND AMONG THE MASTER ISSUER, PLANET FITNESS HOLDINGS, LLC, AS THE MANAGER, THE GUARANTORS, THE CONDUIT INVESTORS, THE COMMITTED NOTE PURCHASERS,
THE FUNDING AGENTS AND ING CAPITAL LLC, AS L/C PROVIDER, SWINGLINE LENDER AND ADMINISTRATIVE AGENT. 












 THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN AND SUBJECT TO INCREASES AND DECREASES AS SET
FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. ANY PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE. 

REGISTERED 
  

			
	No. R-A-[    ]	  	up to $[                    ]

 SEE REVERSE FOR CERTAIN CONDITIONS 

PLANET FITNESS MASTER ISSUER LLC 

SERIES 2018-1 VARIABLE FUNDING SENIOR NOTE, CLASS A-1 

SUBCLASS: SERIES 2018-1 CLASS A-1 ADVANCE NOTE 

PLANET FITNESS MASTER ISSUER LLC, a limited liability company formed under the laws of the State of Delaware (herein referred to as the
“Master Issuer”), for value received, hereby promises to pay to [                    ] or registered assigns, up to the principal
sum of [                    ] DOLLARS
($[                    ]) or such lesser amount as shall equal the portion of the Series 2018-1 Class A-1 Outstanding Principal Amount evidenced by this Note as provided in the Series 2018-1 Class A-1 Note Documents.
Payments of principal shall be payable in the amounts and at the times set forth in the Indenture described herein; provided, however, that the entire unpaid principal amount of this Note shall be due on the Quarterly Payment Date
occurring in September 2048 (the “Series 2018-1 Class A-1 Legal Final Maturity Date”). Pursuant to the Series 2018-1 Class A-1 Note Documents, the principal amount of this Note may be subject to Increases or Decreases on any Business Day during the Commitment Term, and principal
with respect to the Series 2018-1 Class A-1 Notes may be paid earlier than the Series 2018-1
Class A-1 Legal Final Maturity Date as described in the Indenture. The Master Issuer will pay interest on this Series 2018-1
Class A-1 Advance Note (this “Note”) at the Series 2018-1 Class A-1 Note Rate for each Interest
Accrual Period in accordance with the terms of the Series 2018-1 Class A-1 Note Documents. Such amounts due on this Note will be payable in arrears on each
Quarterly Payment Date, which will be on the 5th day (or, if such date is not a Business Day, the next succeeding Business Day) of each March, June, September and December, commencing on
December 5, 2018 (each, a “Quarterly Payment Date”). Such amounts due on this Note will accrue for each Quarterly Payment Date with respect to (i) initially, the period from and including the Closing Date to but excluding
the day that is two (2) Business Days prior to the first Quarterly Calculation Date and (ii) thereafter, any period commencing on and including the day that is two (2) Business Days prior to a Quarterly Calculation Date and ending on
but excluding the day that is two (2) Business Days prior to the next succeeding Quarterly Calculation Date (each, an “Interest Accrual Period”). Such amounts due on this Note (and interest on any defaulted payments of amounts
due on this Note at the same rate) will be computed in accordance with the Series 2018-1 Class A-1 Note Documents. In addition, under the circumstances set forth in
the Series 2018-1 Class A-1 Note Documents, the Master Issuer shall also pay contingent interest on this Note at the Series
2018-1 Class A-1 Post-Renewal Date Contingent Interest Rate, and such contingent interest shall 

  
 A-1-1-2 













 
be computed and shall be payable in the amounts and at the times set forth in the Series 2018-1 Class A-1 Note
Documents. In addition to and not in limitation of the foregoing and the provisions of the Series 2018-1 Class A-1 Note Documents, the Master Issuer further agrees
to pay to the holder of this Note such holder’s portion of the other fees, costs and expense reimbursements, indemnification amounts and other amounts, if any, due and payable in accordance with the Series
2018-1 Class A-1 Note Documents. 
 The holder of this
Note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof, which shall be attached hereto and made a part hereof, the date and amount of each Increase and Decrease with respect thereto and the
Series 2018-1 Class A-1 Note Rate applicable thereto. Each such endorsement shall constitute prima facie evidence of the accuracy of the information
endorsed. The failure to make any such endorsement or any error in any such endorsement shall not affect the obligations of the Master Issuer in respect of the Series 2018-1
Class A-1 Outstanding Principal Amount. 
 The amounts due on this Note are payable in such
coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Master Issuer with respect to this Note shall be applied as provided in the Indenture. 

This Note is subject to mandatory and optional prepayment as set forth in the Series 2018-1 Class A-1 Note Documents. 
 Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Although a summary of certain provisions of the Series 2018-1
Class A-1 Note Documents are set forth below and on the reverse hereof and made a part hereof, this Note does not purport to summarize the Series 2018-1 Class A-1 Note Documents and reference is made to the Series 2018-1 Class A-1 Note Documents for information with respect to
the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Master Issuer and the Trustee. A copy of the Series 2018-1 Class A-1 Note Documents may be requested from the Trustee by writing to the Trustee at: Citibank, N.A., 388 Greenwich Street, New York, NY 10013, Attention: Citibank Agency & Trust – Planet
Fitness Master Issuer LLC. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Series 2018-1 Class A-1
Note Documents. 
 Subject to the next following paragraph, the Master Issuer hereby certifies and declares that all acts, conditions and
things required to be done and performed and to have happened prior to the creation of this Note and to constitute it as the valid obligation of the Master Issuer enforceable in accordance with its terms, have been done and performed and have
happened in due compliance with all applicable laws and in accordance with the terms of the Series 2018-1 Class A-1 Note Documents. 

Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall
not be entitled to any benefit under the Series 2018-1 Class A-1 Note Documents referred to on the reverse hereof, or be valid or obligatory for any purpose. 

  
 A-1-1-3 













 [Remainder of page intentionally left blank] 

  
 A-1-1-4 













 IN WITNESS WHEREOF, the Master Issuer has caused this instrument to be signed by its
Authorized Officer. 
 Date:
                             

 

			
	PLANET FITNESS MASTER ISSUER LLC, as Master Issuer
		
	By:	 	  

		 	Name:
		 	Title:



  
 A-1-1-5 













 CERTIFICATE OF AUTHENTICATION 

This is one of the Series 2018-1 Class A-1 Advance Notes
issued under the within-mentioned Indenture. 
  

			
	CITIBANK, N.A., as Trustee
		
	By:	 	  

		 	Authorized Signatory



  
 A-1-1-6 













 [REVERSE OF NOTE] 

This Note is one of a duly authorized issue of Series 2018-1
Class A-1 Notes of the Master Issuer designated as its Series 2018-1 Variable Funding Senior Notes, Class A-1 (herein
called the “Series 2018-1 Class A-1 Notes”), and is one of the Subclass thereof designated as the Series 2018-1 Class A-1 Advance Notes (herein called the “Series 2018-1
Class A-1 Advance Notes”), all issued under (i) the Base Indenture, dated as of August 1, 2018 (such Base Indenture, as amended, supplemented or modified, is herein called
the “Base Indenture”), between the Master Issuer and Citibank, N.A., as trustee (the “Trustee”, which term includes any successor Trustee under the Base Indenture) and as securities intermediary, and (ii) the
Series 2018-1 Supplement to the Base Indenture, dated as of August 1, 2018 (the “Series 2018-1 Supplement”), among the Master Issuer, the Trustee,
and Citibank, N.A., as series 2018-1 securities intermediary and (iii) the Series 2018-1 Class A-1 Note Purchase
Agreement, dated as of July 19, 2018 (the “Series 2018-1 Class A-1 Note Purchase Agreement”) by and among the Master Issuer, the
Guarantors, the Manager, the Investors party thereto, the Series 2018-1 Class A-1 Noteholders party thereto and ING Capital LLC, as administrative agent. The Base
Indenture and the Series 2018-1 Supplement are referred to herein collectively as the “Indenture” and the Indenture together with the Series 2018-1 Class A-1 Note Purchase Agreement are referred to herein collectively as the “Series 2018-1 Class A-1
Note Documents”. The Series 2018-1 Class A-1 Advance Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the
Series 2018-1 Class A-1 Note Documents, each as may be supplemented, modified or amended, shall have the meanings assigned to them in or pursuant to the applicable
Series 2018-1 Class A-1 Note Document, as so supplemented, modified or amended. 

The Series 2018-1 Class A-1 Advance Notes are and will be
secured by the Collateral pledged as security therefor as provided in the Indenture. 
 As provided for in the Series 2018-1 Class A-1 Note Documents, the Series 2018-1 Class A-1 Advance Notes may be
prepaid, in whole or in part, at the option of the Master Issuer. In addition, the Series 2018-1 Class A-1 Advance Notes are subject to mandatory prepayment as
provided for in the Series 2018-1 Class A-1 Note Documents. As described above, the entire unpaid principal amount of this Note shall be due and payable on the
Series 2018-1 Class A-1 Legal Final Maturity Date. Subject to the terms and conditions of the Series 2018-1 Class A-1 Note Purchase Agreement, all payments of principal of the Series 2018-1 Class A-1 Advance Notes will be made
pro rata to the holders of Series 2018-1 Class A-1 Advance Notes entitled thereto based on the amounts due to such holders. 

Amounts due on this Note which are payable on a Quarterly Payment Date or on any date on which payments are permitted to be made as provided
for in the Series 2018-1 Class A-1 Note Documents shall be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close
of business on the applicable Record Date or Prepayment Record Date, as the case may be. 
 Interest and contingent interest, if any, will
each accrue on the Series 2018-1 Class A-1 Advance Notes at the rates set forth in the Series 2018-1 Class A-1 Note Documents. The interest and contingent interest, if any, will be computed on the basis set forth in the Series 2018-1
Class A-1 Note Documents. Amounts payable on the Series 2018-1 Class A-1 Advance Notes on each Quarterly Payment Date
will be calculated as set forth in the Series 2018-1 Class A-1 Note Documents. 

  
 A-1-1-7 













 Payments of amounts due on this Note are subordinated to the payment of certain other
amounts in accordance with the Priority of Payments. 
 If an Event of Default shall occur and be continuing, this Note may become or be
declared due and payable in the manner and with the effect provided in the Series 2018-1 Class A-1 Note Documents. 

Unless otherwise specified in the Series 2018-1 Supplement, on each Quarterly Payment Date, the Paying
Agent shall pay to the Series 2018-1 Class A-1 Noteholders of record on the preceding Record Date the amounts payable thereto (i) by wire transfer in
immediately available funds released by the Paying Agent from the Series 2018-1 Class A-1 Distribution Account no later than 12:30 p.m. (Eastern time) if a Series 2018-1 Class A-1 Noteholder has provided to the Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Quarterly
Payment Date or (ii) by check mailed first-class postage prepaid to such Series 2018-1 Class A-1 Noteholder at the address for such Series 2018-1 Class A-1 Noteholder appearing in the Note Register if such Series 2018-1
Class A-1 Noteholder has not provided wire instructions pursuant to clause (i) above; provided, however, that the final principal payment due on a Series 2018-1 Class A-1 Note shall only be paid upon due presentment and surrender of such Series 2018-1
Class A-1 Note for cancellation in accordance with the provisions of the Series 2018-1 Class A-1 Note at the applicable
Corporate Trust Office. 
 As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note
shall be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Master Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Trustee, the Master Issuer and the Registrar duly executed by, the Series 2018-1 Class A-1 Noteholder hereof or its attorney duly
authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program
(“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and
accompanied by such other documents as the Trustee and the Registrar may require and as may be required by the Series 2018-1 Supplement, and thereupon one or more new Series
2018-1 Class A-1 Advance Notes of authorized denominations in the same aggregate principal amount will be issued to the designated transferee or transferees. No
service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any Tax or other governmental charge that may be imposed in connection with any such
registration of transfer or exchange. 
 Each Series 2018-1
Class A-1 Noteholder, by acceptance of a Series 2018-1 Class A-1 Note, covenants and agrees that by accepting the
benefits of the Series 2018-1 Class A-1 Note Documents that prior to the date that is one (1) year and one (1) day after the payment in full of


  
 A-1-1-8 













 
the latest maturing note issued under the Series 2018-1 Class A-1 Note Documents, such Series 2018-1 Class A-1 Noteholder will not institute against, or join with any other Person in instituting against, any Securitization Entity any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law; provided, however, that nothing herein shall constitute a waiver of any right to indemnification,
reimbursement or other payment from the Securitization Entities pursuant to the Series 2018-1 Class A-1 Note Documents or any other Related Document. 

It is the intent of the Master Issuer that the Series 2018-1
Class A-1 Notes will qualify under applicable tax law as Indebtedness of the Master Issuer or, if the Master Issuer is treated as a division of another entity for federal income tax purposes, such other
entity. Each Series 2018-1 Class A-1 Noteholder, by the acceptance of this Note, agrees to treat this Note (or beneficial interests herein) for all purposes of
United States federal, state, local and foreign income or franchise Taxes and any other Tax imposed on or measured by income, as Indebtedness of the Master Issuer or, if the Master Issuer is treated as a division of another entity for federal income
tax purposes, such other entity. 
 The Indenture permits certain amendments to be made thereto without the consent of the Control Party,
the Controlling Class Representative or any Series 2018-1 Class A-1 Noteholders, provided that certain conditions precedent are satisfied. The Indenture also
permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Master Issuer and the rights of the Series 2018-1 Class A-1 Noteholders under the Indenture at any time by the Master Issuer with the consent of the Control Party (acting at the direction of the Controlling Class Representative) and without the consent of
any Series 2018-1 Class A-1 Noteholders. The Indenture also contains provisions permitting the Control Party (acting at the direction of the Controlling
Class Representative) to waive compliance by the Master Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences without the consent of any Series
2018-1 Class A-1 Noteholders. Any such consent or waiver of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such Series 2018-1 Class A-1 Noteholder and upon all future Series 2018-1 Class A-1 Noteholders
of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. 

Each purchaser or transferee of this Note (or any interest herein) shall be deemed to represent and warrant that either (i) it is not a
Plan (including, without limitation, any entity whose underlying assets include “plan assets” by reason of a Plan’s investment in the entity or otherwise), nor a governmental, church, non-U.S.
or other plan which is subject to any federal, state, local or non-U.S. law that is similar to the provisions of Section 406 of ERISA or Section 4975 of the Code or (ii) its acquisition, holding
and disposition of the Series 2018-1 Notes (or any interest therein) will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA
or Section 4975 of the Code (or, in the case of a governmental, church, non-U.S. or other plan, a non-exempt violation under any similar law). 

The term “Master Issuer” as used in this Note includes any successor and assign to the Master Issuer under the Indenture.


  
 A-1-1-9 













 The Series 2018-1
Class A-1 Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations set forth therein. 

This Note and the Series 2018-1 Class A-1 Note Documents
shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York without regard to conflicts of law principles and the obligations, rights and remedies of the parties hereunder and thereunder shall be
determined in accordance with such laws. 
 No reference herein to the Series 2018-1 Class A-1 Note Documents and no provision of this Note or of the Series 2018-1 Class A-1 Note Documents shall alter or impair
the obligation of the Master Issuer, which is absolute and unconditional, to pay the amounts due on this Note at the times, place and rate, and in the coin or currency herein prescribed. 

[Remainder of page intentionally left blank] 

  
 A-1-1-10 













 ASSIGNMENT 

Social Security or taxpayer I.D. or other identifying number of assignee:
                             

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto 
  

 
 (name and address of assignee) 

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints
                            , attorney, to transfer said Note on the books kept for registration thereof,
with full power of substitution in the premises. 
 Dated:
                             

 

			
	 By:
	 	 1
 
		 	 Signature Guaranteed:



  

	1 	 NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on
the face of the within Note, without alteration, enlargement or any change whatsoever. 



  
 A-1-1-11 













 INCREASES AND DECREASES 

 

															
	 Date
	 	 Unpaid

Principal

Amount
	 	 Increase
	  	 Decrease
	  	 Total
	  	 Series

2018-1

Class A-1

Note

Rate
	  	 Interest

Accrual
 Period (if

applicable)
	  	 Notation

Made By

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  



  
 A-1-1-12 













 EXHIBIT A-1-2

 FORM OF SERIES 2018-1 VARIABLE FUNDING SENIOR NOTE, CLASS
A-1 
 SUBCLASS: SERIES 2018-1 CLASS A-1 SWINGLINE NOTE 
 THE ISSUANCE AND SALE OF THIS SERIES 2018-1
VARIABLE FUNDING SENIOR NOTE, CLASS A-1 (THIS “NOTE”), WHICH IS A SERIES 2018-1 CLASS A-1 SWINGLINE NOTE, HAS
NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER RELEVANT JURISDICTION, AND PLANET FITNESS MASTER
ISSUER LLC (THE “MASTER ISSUER”) HAS NOT BEEN REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”). THIS NOTE AND ANY INTEREST HEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY TO PERSONS WHO ARE NOT COMPETITORS (AS DEFINED IN THE INDENTURE) (UNLESS THE MASTER ISSUER GIVES WRITTEN CONSENT TO SUCH OFFER, SALE, PLEDGE, OR OTHER TRANSFER), AND IN ACCORDANCE WITH THE PROVISIONS OF THE CLASS A-1 NOTE PURCHASE AGREEMENT, DATED AS OF JULY 19, 2018 BY AND AMONG THE MASTER ISSUER, PLANET FITNESS HOLDINGS, LLC, AS THE MANAGER, THE GUARANTORS, THE CONDUIT INVESTORS, THE COMMITTED NOTE PURCHASERS, THE
FUNDING AGENTS AND ING CAPITAL LLC, AS L/C PROVIDER, SWINGLINE LENDER AND ADMINISTRATIVE AGENT. 

  
 A-1-2-1 













 THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN AND SUBJECT TO SUBFACILITY
INCREASES AND SUBFACILITY DECREASES AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. ANY PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL
AMOUNT BY INQUIRY OF THE TRUSTEE. 
 REGISTERED 
  

					
	No. R-S-[    ]	  		  	up to $[                    ]

 SEE REVERSE FOR CERTAIN CONDITIONS 

PLANET FITNESS MASTER ISSUER LLC 

SERIES 2018-1 VARIABLE FUNDING SENIOR NOTE, CLASS A-1 

SUBCLASS: SERIES 2018-1 CLASS A-1 SWINGLINE NOTE 

PLANET FITNESS MASTER ISSUER LLC, a limited liability company formed under the laws of the State of Delaware (herein referred to as the
“Master Issuer”), for value received, hereby promises to pay to [                    ] or registered assigns, up to the principal
sum of [                    ] DOLLARS
($[                    ]) or such lesser amount as shall equal the portion of the Series 2018-1 Class A-1 Outstanding Principal Amount evidenced by this Note as provided in the Series 2018-1 Class A-1 Note Documents.
Payments of principal shall be payable in the amounts and at the times set forth in the Indenture described herein; provided, however, that the entire unpaid principal amount of this Note shall be due on the Quarterly Payment Date
occurring in September 2048 (the “Series 2018-1 Class A-1 Legal Final Maturity Date”). Pursuant to the Series 2018-1 Class A-1 Note Documents, the principal amount of this Note may be subject to Subfacility Increases or Subfacility Decreases on any Business Day during the
Commitment Term, and principal with respect to the Series 2018-1 Class A-1 Notes may be paid earlier than the Series 2018-1 Class A-1 Legal Final Maturity Date as described in the Indenture. The Master Issuer will pay interest on this Series 2018-1
Class A-1 Swingline Note (this “Note”) at the Series 2018-1 Class A-1 Note Rate for each Interest
Accrual Period in accordance with the terms of the Series 2018-1 Class A-1 Note Documents. Such amounts due on this Note will be payable in arrears on each
Quarterly Payment Date, which will be on the 5th day (or, if such date is not a Business Day, the next succeeding Business Day) of each March, June, September and December, commencing on
December 5, 2018 (each, a “Quarterly Payment Date”). Such amounts due on this Note will accrue for each Quarterly Payment Date with respect to (i) initially, the period from and including the Closing Date to but excluding
the day that is two (2) Business Days prior to the first Quarterly Calculation Date and (ii) thereafter, any period commencing on and including the day that is two (2) Business Days prior to a Quarterly Calculation Date and ending on
but excluding the day that is two (2) Business Days prior to the next succeeding Quarterly Calculation Date (each, an “Interest Accrual Period”). Such amounts due on this Note (and interest on any defaulted payments of amounts
due on this Note at the same rate) will be computed in accordance with the Series 2018-1 Class A-1 Note Documents. In addition, under the circumstances set forth in
the Series 2018-1 Class A-1 Note Documents, the Master Issuer shall also pay contingent interest on this Note at the Series
2018-1 Class A-1 Post-Renewal Date Contingent Interest Rate, and such 

  
 A-1-2-2 













 
contingent interest shall be computed and shall be payable in the amounts and at the times set forth in the Series 2018-1
Class A-1 Note Documents. In addition to and not in limitation of the foregoing and the provisions of the Series 2018-1
Class A-1 Note Documents, the Master Issuer further agrees to pay to the holder of this Note such holder’s portion of the other fees, costs and expense reimbursements, indemnification amounts and
other amounts, if any, due and payable in accordance with the Series 2018-1 Class A-1 Note Documents. 

The holder of this Note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof, which
shall be attached hereto and made a part hereof, the date and amount of each Subfacility Increase and Subfacility Decrease with respect thereto and the Series 2018-1
Class A-1 Note Rate applicable thereto. Each such endorsement shall constitute prima facie evidence of the accuracy of the information endorsed. The failure to make any such endorsement or
any error in any such endorsement shall not affect the obligations of the Master Issuer in respect of the Series 2018-1 Class A-1 Outstanding Principal Amount. 

The amounts due on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender
for payment of public and private debts. All payments made by the Master Issuer with respect to this Note shall be applied as provided in the Indenture. 

This Note is subject to mandatory and optional prepayment as set forth in the Series 2018-1 Class A-1 Note Documents. 
 Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Although a summary of certain provisions of the Series 2018-1
Class A-1 Note Documents are set forth below and on the reverse hereof and made a part hereof, this Note does not purport to summarize the Series 2018-1 Class A-1 Note Documents and reference is made to the Series 2018-1 Class A-1 Note Documents for information with respect to
the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Master Issuer and the Trustee. A copy of the Series 2018-1 Class A-1 Note Documents may be requested from the Trustee by writing to the Trustee at: Citibank, N.A., 388 Greenwich Street, New York, NY 10013, Attention: Citibank Agency & Trust – Planet
Fitness Master Issuer LLC. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Series 2018-1 Class A-1
Note Documents. 
 Subject to the next following paragraph, the Master Issuer hereby certifies and declares that all acts, conditions and
things required to be done and performed and to have happened prior to the creation of this Note and to constitute it as the valid obligation of the Master Issuer enforceable in accordance with its terms, have been done and performed and have
happened in due compliance with all applicable laws and in accordance with the terms of the Series 2018-1 Class A-1 Note Documents. 

Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall
not be entitled to any benefit under the Series 2018-1 Class A-1 Note Documents referred to on the reverse hereof, or be valid or obligatory for any purpose. 

  
 A-1-2-3 













 [Remainder of page intentionally left blank] 

  
 A-1-2-4 













 IN WITNESS WHEREOF, the Master Issuer has caused this instrument to be signed by its
Authorized Officer. 
 Date:
                             

 

			
	PLANET FITNESS MASTER ISSUER LLC, as Master Issuer
		
	 By:
	 	  

		 	 Name:

		 	 Title:




  
 A-1-2-5 













 CERTIFICATE OF AUTHENTICATION 

This is one of the Series 2018-1 Class A-1 Swingline
Notes issued under the within-mentioned Indenture. 
  

			
	CITIBANK, N.A., as Trustee
		
	By:	 	  

		 	Authorized Signatory



  
 A-1-2-6 













 [REVERSE OF NOTE] 

This Note is one of a duly authorized issue of Series 2018-1
Class A-1 Notes of the Master Issuer designated as its Series 2018-1 Variable Funding Senior Notes, Class A-1 (herein
called the “Series 2018-1 Class A-1 Notes”), and is one of the Subclass thereof designated as the Series 2018-1 Class A-1 Swingline Notes (herein called the “Series 2018-1
Class A-1 Swingline Notes”), all issued under (i) the Base Indenture, dated as of August 1, 2018 (such Base Indenture, as amended, supplemented or modified, is herein
called the “Base Indenture”), between the Master Issuer and Citibank, N.A., as trustee (the “Trustee”, which term includes any successor Trustee under the Base Indenture) and as securities intermediary, and
(ii) the Series 2018-1 Supplement to the Base Indenture, dated as of August 1, 2018 (the “Series 2018-1 Supplement”), among the Master Issuer,
the Trustee and Citibank, N.A., as series 2018-1 securities intermediary and (iii) the Series 2018-1 Class A-1 Note
Purchase Agreement, dated as of July 19, 2018 (the “Series 2018-1 Class A-1 Note Purchase Agreement”) by and among the Master
Issuer, the Guarantors, the Manager, the Investors party thereto, the Series 2018-1 Class A-1 Noteholders party thereto and ING Capital LLC, as administrative
agent. The Base Indenture and the Series 2018-1 Supplement are referred to herein collectively as the “Indenture” and the Indenture, together with the Series
2018-1 Class A-1 Note Purchase Agreement are referred to herein collectively as the “Series 2018-1
Class A-1 Note Documents”. The Series 2018-1 Class A-1 Swingline Notes are subject to all terms
of the Indenture. All terms used in this Note that are defined in the Series 2018-1 Class A-1 Note Documents, each as may be supplemented, modified or amended,
shall have the meanings assigned to them in or pursuant to the applicable Series 2018-1 Class A-1 Note Document, as so supplemented, modified or amended. 

The Series 2018-1 Class A-1 Swingline Notes are and will
be secured by the Collateral pledged as security therefor as provided in the Indenture. 
 As provided for in the Series 2018-1 Class A-1 Note Documents, the Series 2018-1 Class A-1 Swingline Notes may be
prepaid, in whole or in part, at the option of the Master Issuer. In addition, the Series 2018-1 Class A-1 Swingline Notes are subject to mandatory prepayment as
provided for in the Series 2018-1 Class A-1 Note Documents. As described above, the entire unpaid principal amount of this Note shall be due and payable on the
Series 2018-1 Class A-1 Legal Final Maturity Date. Subject to the terms and conditions of the Series 2018-1 Class A-1 Note Purchase Agreement, all payments of principal of the Series 2018-1 Class A-1 Swingline Notes will be made
pro rata to the holders of Series 2018-1 Class A-1 Swingline Notes entitled thereto based on the amounts due to such holders. 

Amounts due on this Note which are payable on a Quarterly Payment Date or on any date on which payments are permitted to be made as provided
for in the Series 2018-1 Class A-1 Note Documents shall be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close
of business on the applicable Record Date or Prepayment Record Date, as the case may be. 
 Interest and contingent interest, if any, will
each accrue on the Series 2018-1 Class A-1 Swingline Notes at the rates set forth in the Series 2018-1 Class A-1 Note Documents. The interest and contingent interest, if any, will be computed on the basis set forth in the Series 2018-1
Class A-1 Note Documents. Amounts payable on the Series 2018-1 Class A-1 Swingline Notes on each Quarterly Payment Date
will be calculated as set forth in the Series 2018-1 Class A-1 Note Documents. 

  
 A-1-2-7 













 Payments of amounts due on this Note are subordinated to the payment of certain other
amounts in accordance with the Priority of Payments. 
 If an Event of Default shall occur and be continuing, this Note may become or be
declared due and payable in the manner and with the effect provided in the Series 2018-1 Class A-1 Note Documents. 

Unless otherwise specified in the Series 2018-1 Supplement, on each Quarterly Payment Date, the Paying
Agent shall pay to the Series 2018-1 Class A-1 Noteholders of record on the preceding Record Date the amounts payable thereto (i) by wire transfer in
immediately available funds released by the Paying Agent from the Series 2018-1 Class A-1 Distribution Account no later than 12:30 p.m. (Eastern time) if a Series 2018-1 Class A-1 Noteholder has provided to the Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Quarterly
Payment Date or (ii) by check mailed first-class postage prepaid to such Series 2018-1 Class A-1 Noteholder at the address for such Series 2018-1 Class A-1 Noteholder appearing in the Note Register if such Series 2018-1
Class A-1 Noteholder has not provided wire instructions pursuant to clause (i) above; provided, however, that the final principal payment due on a Series 2018-1 Class A-1 Note shall only be paid upon due presentment and surrender of such Series 2018-1
Class A-1 Note for cancellation in accordance with the provisions of the Series 2018-1 Class A-1 Note at the applicable
Corporate Trust Office. 
 As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note
shall be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Master Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Trustee, the Master Issuer and the Registrar duly executed by, the Series 2018-1 Class A-1 Noteholder hereof or its attorney duly
authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program
(“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and
accompanied by such other documents as the Trustee and the Registrar may require and as may be required by the Series 2018-1 Supplement, and thereupon one or more new Series
2018-1 Class A-1 Swingline Notes of authorized denominations in the same aggregate principal amount will be issued to the designated transferee or transferees. No
service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any Tax or other governmental charge that may be imposed in connection with any such
registration of transfer or exchange. 

  
 A-1-2-8 













 Each Series 2018-1
Class A-1 Noteholder, by acceptance of a Series 2018-1 Class A-1 Note, covenants and agrees that by accepting the
benefits of the Series 2018-1 Class A-1 Note Documents that prior to the date that is one (1) year and one (1) day after the payment in full of the latest
maturing note issued under the Series 2018-1 Class A-1 Note Documents, such Series 2018-1
Class A-1 Noteholder will not institute against, or join with any other Person in instituting against, any Securitization Entity any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings, under any federal or state bankruptcy or similar law; provided, however, that nothing herein shall constitute a waiver of any right to indemnification, reimbursement or other payment from the
Securitization Entities pursuant to the Series 2018-1 Class A-1 Note Documents or any other Related Document. 

It is the intent of the Master Issuer that the Series 2018-1
Class A-1 Notes will qualify under applicable tax law as Indebtedness of the Master Issuer or, if the Master Issuer is treated as a division of another entity for federal income tax purposes, such other
entity. Each Series 2018-1 Class A-1 Noteholder, by the acceptance of this Note, agrees to treat this Note (or beneficial interests herein) for all purposes of
United States federal, state, local and foreign income or franchise Taxes and any other Tax imposed on or measured by income, as Indebtedness of the Master Issuer or, if the Master Issuer is treated as a division of another entity for federal income
tax purposes, such other entity. 
 The Indenture permits certain amendments to be made thereto without the consent of the Control Party,
the Controlling Class Representative or any Series 2018-1 Class A-1 Noteholders, provided that certain conditions precedent are satisfied. The Indenture also
permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Master Issuer and the rights of the Series 2018-1 Class A-1 Noteholders under the Indenture at any time by the Master Issuer with the consent of the Control Party (acting at the direction of the Controlling Class Representative) and without the consent of
any Series 2018-1 Class A-1 Noteholders. The Indenture also contains provisions permitting the Control Party (acting at the direction of the Controlling
Class Representative) to waive compliance by the Master Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences without the consent of any Series
2018-1 Class A-1 Noteholders. Any such consent or waiver of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such Series 2018-1 Class A-1 Noteholder and upon all future Series 2018-1 Class A-1 Noteholders
of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. 

Each purchaser or transferee of this Note (or any interest herein) shall be deemed to represent and warrant that either (i) it is not a
Plan (including, without limitation, any entity whose underlying assets include “plan assets” by reason of a Plan’s investment in the entity or otherwise), nor a governmental, church, non-U.S.
or other plan which is subject to any federal, state, local or non-U.S. law that is similar to the provisions of Section 406 of ERISA or Section 4975 of the Code or (ii) its acquisition, holding
and disposition of the Series 2018-1 Notes (or any interest therein) will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA
or Section 4975 of the Code (or, in the case of a governmental, church, non-U.S. or other plan, a non-exempt violation under any similar law). 

The term “Master Issuer” as used in this Note includes any successor and assign to the Master Issuer under the Indenture.


  
 A-1-2-9 













 The Series 2018-1
Class A-1 Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations set forth therein. 

This Note and the Series 2018-1 Class A-1 Note Documents
shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York without regard to conflicts of law principles and the obligations, rights and remedies of the parties hereunder and thereunder shall be
determined in accordance with such laws. 
 No reference herein to the Series 2018-1 Class A-1 Note Documents and no provision of this Note or of the Series 2018-1 Class A-1 Note Documents shall alter or impair
the obligation of the Master Issuer, which is absolute and unconditional, to pay the amounts due on this Note at the times, place and rate, and in the coin or currency herein prescribed. 

[Remainder of page intentionally left blank] 

  
 A-1-2-10 













 ASSIGNMENT 

Social Security or taxpayer I.D. or other identifying number of assignee:
                             

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto 
  

 
 (name and address of assignee) 

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints
                            , attorney, to transfer said Note on the books kept for registration
thereof, with full power of substitution in the premises. 
 Dated:
                             

 

					
	By:	 	  
	 	1 
		 	Signature Guaranteed:	 	
			
		 	  
	 	


  

	1 	 NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on
the face of the within Note, without alteration, enlargement or any change whatsoever. 



  
 A-1-2-11 













 INCREASES AND DECREASES 

 

															
	 Date
	 	 Unpaid

Principal

Amount
	 	 Subfacility

Increase
	  	 Subfacility

Decrease
	  	 Total
	  	 Series

2018-1

Class
 A-1 Note
 Rate
	  	 Interest

Accrual
 Period

(if applicable)
	  	 Notation

Made By

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  



  
 A-1-2-12 













 EXHIBIT A-1-3

 FORM OF SERIES 2018-1 VARIABLE FUNDING SENIOR NOTE, CLASS
A-1 
 SUBCLASS: SERIES 2018-1 CLASS A-1 L/C NOTE 
 THE ISSUANCE AND SALE OF THIS SERIES 2018-1
VARIABLE FUNDING SENIOR NOTE, CLASS A-1 (THIS “NOTE”), WHICH IS A SERIES 2018-1 CLASS A-1 L/C NOTE, HAS NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER RELEVANT JURISDICTION, AND PLANET FITNESS MASTER ISSUER LLC
(THE “MASTER ISSUER”) HAS NOT BEEN REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”). THIS NOTE AND ANY INTEREST HEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY TO
PERSONS WHO ARE NOT COMPETITORS (AS DEFINED IN THE INDENTURE) (UNLESS THE MASTER ISSUER GIVES WRITTEN CONSENT TO SUCH OFFER, SALE, PLEDGE, OR OTHER TRANSFER), AND IN ACCORDANCE WITH THE PROVISIONS OF THE CLASS
A-1 NOTE PURCHASE AGREEMENT, DATED AS OF JULY 19, 2018 BY AND AMONG THE MASTER ISSUER, PLANET FITNESS HOLDINGS, LLC, AS THE MANAGER, THE GUARANTORS, THE CONDUIT INVESTORS, THE COMMITTED NOTE PURCHASERS,
THE FUNDING AGENTS AND ING CAPITAL LLC, AS L/C PROVIDER, SWINGLINE LENDER AND ADMINISTRATIVE AGENT. 

  
 A-1-3-1 













 THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN AND SUBJECT TO SUBFACILITY
INCREASES AND SUBFACILITY DECREASES AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. ALL L/C OBLIGATIONS RELATING TO LETTERS OF CREDIT ISSUED BY THE
HOLDER OF THIS NOTE (WHETHER IN RESPECT OF UNDRAWN L/C FACE AMOUNTS OR UNREIMBURSED L/C DRAWINGS) SHALL BE DEEMED TO BE PRINCIPAL OUTSTANDING UNDER THIS NOTE FOR ALL PURPOSES OF THE SERIES 2018-1 CLASS A-1 NOTE DOCUMENTS AND THE OTHER RELATED DOCUMENTS OTHER THAN, IN THE CASE OF UNDRAWN L/C FACE AMOUNTS, FOR PURPOSES OF ACCRUAL OF INTEREST. ANY PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT
BY INQUIRY OF THE TRUSTEE. 
 REGISTERED 
  

					
	No. R-L-[    ]	  		  	up to $[                    ]

 SEE REVERSE FOR CERTAIN CONDITIONS 

PLANET FITNESS MASTER ISSUER LLC 

SERIES 2018-1 VARIABLE FUNDING SENIOR NOTE, CLASS A-1 

SUBCLASS: SERIES 2018-1 CLASS A-1 L/C NOTE 

PLANET FITNESS MASTER ISSUER LLC, a limited liability company formed under the laws of the State of Delaware (herein referred to as the
“Master Issuer”), for value received, hereby promises to pay to [                    ] or registered assigns, up to the principal
sum of [                    ] DOLLARS
($[                    ]) or such lesser amount as shall equal the portion of the Series 2018-1 Class A-1 Outstanding Principal Amount evidenced by this Note as provided in the Series 2018-1 Class A-1 Note Documents.
Payments of principal shall be payable in the amounts and at the times set forth in the Indenture described herein; provided, however, that the entire unpaid principal amount of this Note shall be due on the Quarterly Payment Date
occurring in September 2048 (the “Series 2018-1 Class A-1 Legal Final Maturity Date”). The initial outstanding principal amount of
this Note shall equal the Series 2018-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount. Pursuant to the Series 2018-1 Class A-1 Note Documents, the principal amount of this Note may be subject to Subfacility Increases or Subfacility Decreases on any Business Day during the Commitment Term, and principal with respect to the
Series 2018-1 Class A-1 Notes may be paid earlier than the Series 2018-1
Class A-1 Legal Final Maturity Date as described in the Indenture. The Master Issuer will pay (i) interest on this Series 2018-1
Class A-1 L/C Note (this “Note”) at the Series 2018-1 Class A-1 Note Rate and (ii) the L/C
Quarterly Fees, in each case, for each Interest Accrual Period in accordance with the terms of the Series 2018-1 Class A-1 Note Documents. Such amounts due on this
Note will be payable in arrears on each Quarterly Payment Date, which will be on the 5th day (or, if such date is not a Business Day, the next succeeding Business Day) of each March, June,
September and December, commencing on December 5, 2018 (each, a “Quarterly Payment Date”). Such amounts due on this Note will accrue for each Quarterly Payment Date with respect to (i) initially, the period from and
including the Closing Date to but excluding the day that is two (2) Business Days prior to the first Quarterly 

  
 A-1-3-2 













 
Calculation Date and (ii) thereafter, any period commencing on and including the day that is two (2) Business Days prior to a Quarterly Calculation Date and ending on but excluding the
day that is two (2) Business Days prior to the next succeeding Quarterly Calculation Date (each, an “Interest Accrual Period”). Such amounts due on this Note (and interest on any defaulted payments of amounts due on this Note
at the same rate) will be computed in accordance with the Series 2018-1 Class A-1 Note Documents. In addition, under the circumstances set forth in the Series 2018-1 Class A-1 Note Documents, the Master Issuer shall also pay contingent interest and fees on this Note at the Series 2018-1 Class A-1 Post-Renewal Date Contingent Interest Rate, and such contingent interest and fees shall be computed and shall be payable in the amounts and at the times set forth in the Series 2018-1 Class A-1 Note Documents. In addition to and not in limitation of the foregoing and the provisions of the Series 2018-1 Class A-1 Note Documents, the Master Issuer further agrees to pay to the holder of this Note such holder’s portion of the other fees, costs and expense reimbursements, indemnification amounts and other
amounts, if any, due and payable in accordance with the Series 2018-1 Class A-1 Note Documents. 

The holder of this Note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof, which
shall be attached hereto and made a part hereof the date and amount of each Subfacility Increase and Subfacility Decrease with respect thereto and the Series 2018-1
Class A-1 Note Rate applicable thereto. Each such endorsement shall constitute prima facie evidence of the accuracy of the information endorsed. The failure to make any such endorsement or
any error in any such endorsement shall not affect the obligations of the Master Issuer in respect of the Series 2018-1 Class A-1 Outstanding Principal Amount. 

The amounts due on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender
for payment of public and private debts. All payments made by the Master Issuer with respect to this Note shall be applied as provided in the Indenture. 

This Note is subject to mandatory and optional prepayment as set forth in the Series 2018-1 Class A-1 Note Documents. 
 Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Although a summary of certain provisions of the Series 2018-1
Class A-1 Note Documents are set forth below and on the reverse hereof and made a part hereof, this Note does not purport to summarize the Series 2018-1 Class A-1 Note Documents and reference is made to the Series 2018-1 Class A-1 Note Documents for information with respect to
the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Master Issuer and the Trustee. A copy of the Series 2018-1 Class A-1 Note Documents may be requested from the Trustee by writing to the Trustee at: Citibank, N.A., 388 Greenwich Street, New York, NY 10013, Attention: Citibank Agency & Trust – Planet
Fitness Master Issuer LLC. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Series 2018-1 Class A-1
Note Documents. 

  
 A-1-3-3 













 Subject to the next following paragraph, the Master Issuer hereby certifies and declares
that all acts, conditions and things required to be done and performed and to have happened prior to the creation of this Note and to constitute it as the valid obligation of the Master Issuer enforceable in accordance with its terms, have been done
and performed and have happened in due compliance with all applicable laws and in accordance with the terms of the Series 2018-1 Class A-1 Note Documents. 

Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall
not be entitled to any benefit under the Series 2018-1 Class A-1 Note Documents referred to on the reverse hereof, or be valid or obligatory for any purpose. 

[Remainder of page intentionally left blank] 

  
 A-1-3-4 













 IN WITNESS WHEREOF, the Master Issuer has caused this instrument to be signed by its
Authorized Officer. 
 Date:
                             

 

			
	PLANET FITNESS MASTER ISSUER LLC, as Master Issuer
		
	By:	 	  

		 	Name:
		 	Title:



  
 A-1-3-5 













 CERTIFICATE OF AUTHENTICATION 

This is one of the Series 2018-1 Class A-1 L/C Notes
issued under the within-mentioned Indenture. 
  

			
	CITIBANK, N.A., as Trustee
		
	By:	 	  

		 	Authorized Signatory



  
 A-1-3-6 













 [REVERSE OF NOTE] 

This Note is one of a duly authorized issue of Series 2018-1
Class A-1 Notes of the Master Issuer designated as its Series 2018-1 Variable Funding Senior Notes, Class A-1 (herein
called the “Series 2018-1 Class A-1 Notes”), and is one of the Subclass thereof designated as the Series 2018-1 Class A-1 L/C Notes (herein called the “Series 2018-1
Class A-1 L/C Notes”), all issued under (i) the Base Indenture, dated as of August 1, 2018 (such Base Indenture, as amended, supplemented or modified, is herein called the
“Base Indenture”), between the Master Issuer and Citibank, N.A., as trustee (the “Trustee”, which term includes any successor Trustee under the Base Indenture) and as securities intermediary, and (ii) the
Series 2018-1 Supplement to the Base Indenture, dated as of August 1, 2018 (the “Series 2018-1 Supplement”), among the Master Issuer, the Trustee
and Citibank, N.A., as series 2018-1 securities intermediary and (iii) the Series 2018-1 Class A-1 Note Purchase
Agreement, dated as of July 19, 2018 (the “Series 2018-1 Class A-1 Note Purchase Agreement”) by and among the Master Issuer, the
Guarantors, the Manager, the Investors party thereto, the Series 2018-1 Class A-1 Noteholders party thereto and ING Capital LLC, as administrative agent. The Base
Indenture and the Series 2018-1 Supplement are referred to herein collectively as the “Indenture” and the Indenture, together with the Series 2018-1 Class A-1 Note Purchase Agreement are referred to herein collectively as the “Series 2018-1 Class A-1
Note Documents”. All terms used in this Note that are defined in the Series 2018-1 Class A-1 Note Documents, each as may be supplemented, modified or
amended, shall have the meanings assigned to them in or pursuant to the applicable Series 2018-1 Class A-1 Note Document, as so supplemented, modified or amended.

 The Series 2018-1 Class A-1 L/C Notes are and will
be secured by the Collateral pledged as security therefor as provided in the Indenture. 
 All L/C Obligations relating to Letters of Credit
issued by the holder of this Note (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under this Note for all purposes of the Series 2018-1
Class A-1 Note Documents and the other Related Documents other than, in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest. As provided for in the Series 2018-1 Class A-1 Note Documents, the Series 2018-1 Class A-1 L/C Notes may be
prepaid, in whole or in part, at the option of the Master Issuer. In addition, the Series 2018-1 Class A-1 L/C Notes are subject to mandatory prepayment as provided
for in the Series 2018-1 Class A-1 Note Documents. As described above, the entire unpaid principal amount of this Note shall be due and payable on the Series 2018-1 Class A-1 Legal Final Maturity Date. Subject to the terms and conditions of the Series 2018-1 Class A-1 Note Purchase Agreement, all payments of principal of the Series 2018-1 Class A-1 L/C Notes will be made pro
rata to the holders of Series 2018-1 Class A-1 L/C Notes entitled thereto based on the amounts due to such holders. 

Amounts due on this Note which are payable on a Quarterly Payment Date or on any date on which payments are permitted to be made as provided
for in the Series 2018-1 Class A-1 Note Documents shall be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close
of business on the applicable Record Date or Prepayment Record Date, as the case may be. 

  
 A-1-3-7 













 Interest, fees and contingent interest, if any, will each accrue on the Series 2018-1 Class A-1 L/C Notes at the rates set forth in the Series 2018-1 Class A-1 Note
Documents. The interest, fees and contingent interest, if any, will be computed on the basis set forth in the Series 2018-1 Class A-1 Note Documents. Amounts
payable on the Series 2018-1 Class A-1 L/C Notes on each Quarterly Payment Date will be calculated as set forth in the Series
2018-1 Class A-1 Note Documents. 
 Payments of amounts
due on this Note are subordinated to the payment of certain other amounts in accordance with the Priority of Payments. 
 If an Event of
Default shall occur and be continuing, this Note may become or be declared due and payable in the manner and with the effect provided in the Series 2018-1 Class A-1
Note Documents. 
 Unless otherwise specified in the Series 2018-1 Supplement, on each Quarterly
Payment Date, the Paying Agent shall pay to the Series 2018-1 Class A-1 Noteholders of record on the preceding Record Date the amounts payable thereto (i) by
wire transfer in immediately available funds released by the Paying Agent from the Series 2018-1 Class A-1 Distribution Account no later than 12:30 p.m. (Eastern
time) if a Series 2018-1 Class A-1 Noteholder has provided to the Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the
applicable Quarterly Payment Date or (ii) by check mailed first-class postage prepaid to such Series 2018-1 Class A-1 Noteholder at the address for such Series
2018-1 Class A-1 Noteholder appearing in the Note Register if such Series 2018-1
Class A-1 Noteholder has not provided wire instructions pursuant to clause (i) above; provided, however, that the final principal payment due on a Series 2018-1 Class A-1 Note shall only be paid upon due presentment and surrender of such Series 2018-1
Class A-1 Note for cancellation in accordance with the provisions of the Series 2018-1 Class A-1 Note at the applicable
Corporate Trust Office. 
 As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note
shall be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Master Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Trustee, the Master Issuer and the Registrar duly executed by, the Series 2018-1 Class A-1 Noteholder hereof or its attorney duly
authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program
(“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and
accompanied by such other documents as the Trustee and the Registrar may require and as may be required by the Series 2018-1 Supplement, and thereupon one or more new Series
2018-1 Class A-1 L/C Notes of authorized denominations in the same aggregate principal amount will be issued to the designated transferee or transferees. No service
charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any Tax or other governmental charge that may be imposed in connection with any such registration
of transfer or exchange. 

  
 A-1-3-8 













 Each Series 2018-1
Class A-1 Noteholder, by acceptance of a Series 2018-1 Class A-1 Note, covenants and agrees that by accepting the
benefits of the Series 2018-1 Class A-1 Note Documents that prior to the date that is one (1) year and one (1) day after the payment in full of the latest
maturing note issued under the Series 2018-1 Class A-1 Note Documents, such Series 2018-1
Class A-1 Noteholder will not institute against, or join with any other Person in instituting against, any Securitization Entity any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings, under any federal or state bankruptcy or similar law; provided, however, that nothing herein shall constitute a waiver of any right to indemnification, reimbursement or other payment from the
Securitization Entities pursuant to the Series 2018-1 Class A-1 Note Documents or any other Related Document. 

It is the intent of the Master Issuer that the Series 2018-1
Class A-1 Notes will qualify under applicable tax law as Indebtedness of the Master Issuer or, if the Master Issuer is treated as a division of another entity for federal income tax purposes, such other
entity. Each Series 2018-1 Class A-1 Noteholder, by the acceptance of this Note, agrees to treat this Note (or beneficial interests herein) for all purposes of
United States federal, state, local and foreign income or franchise Taxes and any other Tax imposed on or measured by income, as Indebtedness of the Master Issuer or, if the Master Issuer is treated as a division of another entity for federal income
tax purposes, such other entity. 
 The Indenture permits certain amendments to be made thereto without the consent of the Control Party,
the Controlling Class Representative or any Series 2018-1 Class A-1 Noteholders, provided that certain conditions precedent are satisfied. The Indenture also
permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Master Issuer and the rights of the Series 2018-1 Class A-1 Noteholders under the Indenture at any time by the Master Issuer with the consent of the Control Party (acting at the direction of the Controlling Class Representative) and without the consent of
any Series 2018-1 Class A-1 Noteholders. The Indenture also contains provisions permitting the Control Party (acting at the direction of the Controlling
Class Representative) to waive compliance by the Master Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences without the consent of any Series
2018-1 Class A-1 Noteholders. Any such consent or waiver of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such Series 2018-1 Class A-1 Noteholder and upon all future Series 2018-1 Class A-1 Noteholders
of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. 

Each purchaser or transferee of this Note (or any interest herein) shall be deemed to represent and warrant that either (i) it is not a
Plan (including, without limitation, any entity whose underlying assets include “plan assets” by reason of a Plan’s investment in the entity or otherwise), nor a governmental, church, non-U.S.
or other plan which is subject to any federal, state, local or non-U.S. law that is similar to the provisions of Section 406 of ERISA or Section 4975 of the Code or (ii) its acquisition, holding
and disposition of the Series 2018-1 Notes (or any interest therein) will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA
or Section 4975 of the Code (or, in the case of a governmental, church, non-U.S. or other plan, a non-exempt violation under any similar law). 

  
 A-1-3-9 













 The term “Master Issuer” as used in this Note includes any successor and
assign to the Master Issuer under the Indenture. 
 The Series 2018-1
Class A-1 Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations set forth therein. 

This Note and the Series 2018-1 Class A-1 Note Documents
shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York without regard to conflicts of law principles and the obligations, rights and remedies of the parties hereunder and thereunder shall be
determined in accordance with such laws. 
 No reference herein to the Series 2018-1 Class A-1 Note Documents and no provision of this Note or of the Series 2018-1 Class A-1 Note Documents shall alter or impair
the obligation of the Master Issuer, which is absolute and unconditional, to pay the amounts due on this Note at the times, place and rate, and in the coin or currency herein prescribed. 

[Remainder of page intentionally left blank] 

  
 A-1-3-10 













 ASSIGNMENT 

Social Security or taxpayer I.D. or other identifying number of assignee:
                             

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto 
  

 
 (name and address of assignee) 

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints
            , attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises. 

Dated:
                              

 

					
	By:	 	  
	 	1 
		 	Signature Guaranteed:	 	
			
		 	  
	 	


  

	1 	 NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on
the face of the within Note, without alteration, enlargement or any change whatsoever. 



  
 A-1-3-11 













 INCREASES AND DECREASES 

 

															
	 Date
	 	 Unpaid

Principal

Amount
	 	 Subfacility

Increase
	  	 Subfacility

Decrease
	  	 Total
	  	 Series

2018-1

Class
 A-1 Note
 Rate
	  	 Interest

Accrual
 Period

(if applicable)
	  	 Notation

Made By

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  

		 		 		  		  		  		  		  	
	  
	 	  
	 	  
	  	  
	  	  
	  	  
	  	  
	  	  



  
 A-1-3-12 













 EXHIBIT A-2-1

 THE ISSUANCE AND SALE OF THIS RULE 144A GLOBAL SERIES 2018-1 CLASS
A-2-I NOTE (THIS “NOTE”) HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933
ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER RELEVANT JURISDICTION, AND PLANET FITNESS MASTER ISSUER LLC (THE “MASTER ISSUER”) HAS NOT BEEN REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS
AMENDED (THE “1940 ACT”). THIS NOTE OR ANY INTEREST HEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE MASTER ISSUER OR AN AFFILIATE THEREOF, (B) IN THE UNITED STATES, TO EITHER A PERSON WHO IS
NOT A COMPETITOR AND WHO IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE 1933 ACT (“RULE 144A”), ACTING FOR ITS OWN ACCOUNT OR ONE OR MORE ACCOUNTS WITH RESPECT TO WHICH SUCH PERSON EXERCISES SOLE
INVESTMENT DISCRETION OR (C) OUTSIDE THE UNITED STATES, TO A PERSON WHO IS NOT A COMPETITOR AND WHO IS NOT A “U.S. PERSON” AS DEFINED IN REGULATION S UNDER THE 1933 ACT (“REGULATION S”), ACTING FOR ITS OWN ACCOUNT OR
ONE OR MORE ACCOUNTS WITH RESPECT TO WHICH SUCH PERSON EXERCISES SOLE INVESTMENT DISCRETION, NONE OF WHICH ARE A U.S. PERSON, IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S, AND, IN EACH CASE, IN COMPLIANCE WITH THE CERTIFICATIONS AND OTHER
REQUIREMENTS SPECIFIED IN THE INDENTURE REFERRED TO HEREIN AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR THE UNITED STATES AND ANY OTHER RELEVANT JURISDICTION. 

BY ITS ACQUISITION OR ACCEPTANCE HEREOF, THE HOLDER (IF NOT THE MASTER ISSUER OR AN AFFILIATE OF THE MASTER ISSUER) REPRESENTS THAT IT IS NOT
A COMPETITOR AND (A) IT IS EITHER (X) A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A OR (Y) NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION, AS APPLICABLE, (B) IT IS ACTING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PERSON WHICH IS EITHER (X) A QUALIFIED INSTITUTIONAL BUYER OR (Y) NOT A U.S. PERSON, AND IN EACH CASE WITH RESPECT TO WHICH IT EXERCISES SOLE INVESTMENT DISCRETION, (C) IT AND EACH ACCOUNT FOR
WHICH IT IS PURCHASING WILL HOLD AND TRANSFER AT LEAST THE MINIMUM DENOMINATION OF NOTES, (D) IT UNDERSTANDS THAT THE MASTER ISSUER MAY RECEIVE A LIST OF PARTICIPANTS HOLDING POSITIONS IN ITS NOTES FROM ONE OR MORE BOOK-ENTRY DEPOSITORIES AND
(E) IT WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS TO ANY SUBSEQUENT TRANSFEREES. 
 EACH PERSON (IF NOT THE MASTER ISSUER OR AN
AFFILIATE OF THE MASTER ISSUER) TAKING DELIVERY OF THIS NOTE OR AN INTEREST IN THIS NOTE WILL BE DEEMED TO HAVE MADE THE APPLICABLE REPRESENTATIONS AND AGREEMENTS REFERRED TO IN THE INDENTURE. EACH PERSON TAKING DELIVERY OF THIS NOTE OR AN INTEREST
IN THIS NOTE IN THE FORM OF AN INTEREST IN A TEMPORARY REGULATION S GLOBAL NOTE OR PERMANENT 

  
 A-2-1-1 













 
REGULATION S GLOBAL NOTE WILL BE REQUIRED TO DELIVER A TRANSFER CERTIFICATE IN THE FORM REQUIRED BY THE INDENTURE AND WILL BE REQUIRED TO MAKE THE APPLICABLE REPRESENTATIONS AND AGREEMENTS
REFERRED TO IN THE INDENTURE. 
 ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT AND WILL BE VOID AB
INITIO AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO ANY PERSON CAUSING SUCH VIOLATION, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE MASTER ISSUER, THE TRUSTEE OR ANY INTERMEDIARY. 

IF THIS NOTE WAS ACQUIRED IN THE UNITED STATES, AND THE HOLDER IS DETERMINED TO BE A COMPETITOR OR NOT TO HAVE BEEN A QUALIFIED INSTITUTIONAL
BUYER AT THE TIME OF ACQUISITION OF THIS NOTE, THE MASTER ISSUER HAS THE RIGHT TO REQUIRE SUCH HOLDER TO SELL THIS NOTE TO A PURCHASER WHO IS A QUALIFIED INSTITUTIONAL BUYER AND NOT A COMPETITOR. THE MASTER ISSUER ALSO HAS THE RIGHT TO REFUSE TO
HONOR A TRANSFER TO A PERSON WHO IS NOT A QUALIFIED INSTITUTIONAL BUYER OR WHO IS A COMPETITOR. 
 IF THIS NOTE WAS ACQUIRED OUTSIDE THE
UNITED STATES, AND THE HOLDER IS DETERMINED TO HAVE BEEN A “U.S. PERSON” AT THE TIME OF ACQUISITION OF THIS NOTE, THE MASTER ISSUER HAS THE RIGHT TO REQUIRE SUCH HOLDER TO SELL THIS NOTE TO A PURCHASER WHO IS NOT A “U.S. PERSON”
AND WHO IS NOT A COMPETITOR. THE MASTER ISSUER ALSO HAS THE RIGHT TO REFUSE TO HONOR A TRANSFER TO A PERSON WHO IS A “U.S. PERSON” OR WHO IS A COMPETITOR. 

BY ACCEPTING THIS NOTE, EACH PURCHASER COVENANTS THAT IT WILL NOT AT ANY TIME PRIOR TO THE DATE WHICH IS ONE (1) YEAR AND ONE
(1) DAY AFTER THE PAYMENT IN FULL OF THE LATEST MATURING NOTE, INSTITUTE AGAINST, OR JOIN WITH ANY OTHER PERSON IN INSTITUTING AGAINST, ANY SECURITIZATION ENTITY ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION
PROCEEDINGS, OR OTHER PROCEEDINGS, UNDER ANY FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW. 
 THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF
THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, 55 WATER STREET, NEW YORK, NEW YORK 10004, OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN
WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS
THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE MASTER ISSUER OR THE NOTE REGISTRAR, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC, AND ANY 

  
 A-2-1-2 













 
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER, CEDE & CO., HAS AN INTEREST HEREIN. 

  
 A-2-1-3 













 THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. ANY PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE. 

FORM OF RULE 144A GLOBAL SERIES 2018-1 CLASS A-2-I NOTE 

 

					
	No. R-[    ]	  		  	up to $[                    ]

 SEE REVERSE FOR CERTAIN CONDITIONS 

CUSIP Number: [                    ]

 ISIN Number:
[                    ] 
 Common
Code: [                    ] 

PLANET FITNESS MASTER ISSUER LLC 

SERIES 2018-1 4.262% FIXED RATE SENIOR SECURED NOTES, CLASS
A-2-I 
 PLANET FITNESS MASTER ISSUER LLC, a limited liability company formed under the laws of the
State of Delaware (herein referred to as the “Master Issuer”), for value received, hereby promises to pay to CEDE & CO. or registered assigns, up to the principal sum of
[                    ] DOLLARS
($[                    ]) as provided below and in the Indenture referred to herein. Payments of principal shall be payable in the amounts and at the
times set forth in the Indenture described herein; provided, however, that the entire unpaid principal amount of this Note shall be due on the Quarterly Payment Date occurring in September 2048 (the “Series 2018-1 Class A-2 Legal Final Maturity Date”). The Master Issuer will pay interest on this Rule 144A Global Series
2018-1 Class A-2-I Note (this “Note”) at the Series 2018-1
Class A-2-I Note Rate for each Interest Accrual Period in accordance with the terms of the Indenture. Such interest will be payable in arrears on each Quarterly Payment Date, which will be on the 5th day (or, if such date is not a Business Day, the next succeeding Business Day) of each March, June, September and December, commencing on December 5, 2018 (each, a “Quarterly Payment
Date”). Such interest will accrue for each Quarterly Payment Date with respect to (i) initially, the period from and including the Closing Date to but excluding December 5, 2018 and (ii) thereafter, the period from and
including the 5th day of the calendar month in which the immediately preceding Quarterly Payment Date occurred to but excluding the 5th day of
the calendar month that includes the then-current Quarterly Payment Date (each, an “Interest Accrual Period”). Interest with respect to the Notes (and interest on any defaulted payments of interest or principal) will be computed on
the basis of a 360-day year consisting of twelve 30-day months. In addition, under the circumstances set forth in the Indenture, the Master Issuer shall also pay Series 2018-1 Class A-2 Quarterly Post-ARD Contingent Interest on this Note at the rate set forth in the Indenture, and such contingent
interest shall be computed and shall be payable in the amounts and at the times set forth in the Indenture. 
 The principal of and interest
on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Master Issuer with respect to this Note shall be applied as
provided in the Indenture. 

  
 A-2-1-4 













 This Note is subject to mandatory and optional prepayment as set forth in the Indenture.

 Interests in this Note are exchangeable or transferable in whole or in part for interests in a Temporary Regulation S Global Note or a
Permanent Regulation S Global Note; provided that such transfer or exchange complies with the applicable provisions of the Indenture relating to the transfer of the Notes. Interests in this Note in certain circumstances may also be
exchangeable or transferable in whole but not in part for duly executed and issued registered Definitive Notes; provided that such transfer or exchange complies with Section 2.8 of the Base Indenture and Section 4.2(c) of the Series
2018-1 Supplement. 
 Reference is made to the further provisions of this Note set forth on the
reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Although a summary of certain provisions of the Indenture is set forth below and on the reverse hereof and made a part hereof, this Note does not
purport to summarize the Indenture and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Master Issuer
and the Trustee. A copy of the Indenture may be requested from the Trustee by writing to the Trustee at: Citibank, N.A., 388 Greenwich Street, New York, NY 10013, Attention: Citibank Agency & Trust – Planet Fitness Master Issuer LLC.
To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Indenture. 
 Subject to the
next following paragraph, the Master Issuer hereby certifies and declares that all acts, conditions and things required to be done and performed and to have happened prior to the creation of this Note and to constitute it as the valid obligation of
the Master Issuer enforceable in accordance with its terms, have been done and performed and have happened in due compliance with all applicable laws and in accordance with the terms of the Indenture. 

Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall
not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose. 

[Remainder of page intentionally left blank] 

  
 A-2-1-5 













 IN WITNESS WHEREOF, the Master Issuer has caused this instrument to be signed by its
Authorized Officer. 
 Date:
                             

 

			
	PLANET FITNESS MASTER ISSUER LLC, as Master Issuer
		
	By:	 	  

		 	Name:
		 	Title:



  
 A-2-1-6 













 CERTIFICATE OF AUTHENTICATION 

This is one of the Series 2018-1 Class A-2-I Notes issued
under the within-mentioned Indenture. 
  

			
	CITIBANK, N.A., as Trustee
		
	By:	 	  

		 	Authorized Signatory



  
 A-2-1-7 













 [REVERSE OF NOTE] 

This Note is one of a duly authorized issue of Series 2018-1
Class A-2-I Notes of the Master Issuer designated as its Series 2018-1 4.262% Fixed Rate Senior Secured Notes,
Class A-2-I (herein called the “Series 2018-1 Class A-2-I Notes”), all issued
under (i) the Base Indenture, dated as of August 1, 2018 (such Base Indenture, as amended, supplemented or modified, is herein called the “Base Indenture”), between the Master Issuer and Citibank, N.A., as trustee (the
“Trustee”, which term includes any successor Trustee under the Base Indenture) and as securities intermediary, and (ii) the Series 2018-1 Supplement to the Base Indenture, dated as of
August 1, 2018 (the “Series 2018-1 Supplement”), among the Master Issuer, the Trustee and Citibank, N.A., as series 2018-1 securities intermediary.
The Base Indenture and the Series 2018-1 Supplement are referred to herein collectively as the “Indenture”. The Series 2018-1 Class A-2-I Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented, modified or amended, shall have the meanings assigned to them in or
pursuant to the Indenture, as so supplemented, modified or amended. 
 The Series 2018-1 Class A-2-I Notes are and will be secured by the Collateral pledged as security therefor as provided in the Indenture. 

The Notes will be issued in minimum denominations of $50,000 and integral multiples of $1,000 in excess thereof. 

As provided for in the Indenture, the Series 2018-1
Class A-2-I Notes may be prepaid, in whole or in part, at the option of the Master Issuer. In addition, the Series 2018-1
Class A-2-I Notes are subject to mandatory prepayment as provided for in the Indenture. In certain circumstances, the Master Issuer will be obligated to pay the Series
2018-1 Class A-2 Make-Whole Prepayment Premium in connection with a mandatory or optional prepayment of the Series 2018-1 Class A-2-I Notes as described in the Indenture. As described above, the entire unpaid principal amount of this Note shall be due and payable on the Series 2018-1 Class A-2 Legal Final Maturity Date. All payments of principal of the Series 2018-1 Class A-2-I Notes will be made pro
rata to the holders of Series 2018-1 Class A-2-I Notes entitled thereto. 

Principal of and interest on this Note, which are payable on a Quarterly Payment Date or on any date on which payments are permitted to be
made as provided for in the Indenture, shall be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the applicable Record Date or Prepayment Record Date, as the case may be. 

Interest and contingent interest, if any, will each accrue on the Series 2018-1 Class A-2-I Notes at the rates set forth in the Indenture. The interest and contingent interest, if any, will be computed on the basis set forth in the Indenture. The amount of interest payable on the Series 2018-1 Class A-2-I Notes on each Quarterly Payment Date will be calculated as set forth in the Indenture. 

Payments of principal and interest on this Note are subordinated to the payment of certain other amounts in accordance with the Priority of
Payments and certain other provisions of the Indenture. 

  
 A-2-1-8 













 If an Event of Default shall occur and be continuing, this Note may become or be declared
due and payable in the manner and with the effect provided in the Indenture. 
 Amounts payable in respect of this Note shall be made by
wire transfer of immediately available funds to the account designated by DTC or its nominee. 
 As provided in the Indenture and subject to
certain limitations set forth therein, the transfer of this Note shall be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Master Issuer pursuant to the Indenture,
duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee, the Master Issuer and the Registrar duly executed by, the holder of Series 2018-1 Class A-2-I Notes hereof or its attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements
include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for,
STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and accompanied by such other documents as the Trustee and the Registrar may require and as may be required by the Series 2018-1
Supplement, and thereupon one or more new Series 2018-1 Class A-2-I Notes of authorized denominations in the same aggregate principal amount will be issued to the
designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any Tax or other governmental charge that may be
imposed in connection with any such registration of transfer or exchange. 
 Each holder of Series
2018-1 Class A-2-I Notes, by acceptance of a Series 2018-1 Class A-2-I Note,
covenants and agrees that by accepting the benefits of the Indenture that prior to the date that is one (1) year and one (1) day after the payment in full of the latest maturing note issued under the Indenture, such holder of Series 2018-1 Class A-2-I Notes will not institute against, or join with any other Person in instituting against, any Securitization Entity any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law; provided, however, that nothing herein shall constitute a waiver of any right to indemnification,
reimbursement or other payment from the Securitization Entities pursuant to the Indenture or any other Related Document. 
 It is the intent
of the Master Issuer that the Series 2018-1 Class A-2-I Notes will qualify under applicable tax law as Indebtedness of the Master Issuer or, if the Master Issuer is
treated as a division of another entity for federal income tax purposes, such other entity. Each holder of Series 2018-1 Class A-2-I Notes, by the acceptance of
this Note, agrees to treat this Note (or beneficial interests herein) for all purposes of United States federal, state, local and foreign income or franchise Taxes and any other Tax imposed on or measured by income, as Indebtedness of the Master
Issuer or, if the Master Issuer is treated as a division of another entity for federal income tax purposes, such other entity. 
 The
Indenture permits certain amendments to be made thereto without the consent of the Control Party, the Controlling Class Representative or any holder of Series 2018-1
Class A-2-I Notes, provided that certain conditions precedent are satisfied. The Indenture also permits, with certain exceptions as therein provided, the amendment thereof and the modification of the


  
 A-2-1-9 













 
rights and obligations of the Master Issuer and the rights of the holders of Series 2018-1 Class A-2-I Notes
under the Indenture at any time by the Master Issuer with the consent of the Control Party (acting at the direction of the Controlling Class Representative) and without the consent of any holders of Series
2018-1 Class A-2-I Notes. The Indenture also contains provisions permitting the Control Party (acting at the direction of the Controlling Class Representative)
to waive compliance by the Master Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences without the consent of any holders of Series 2018-1 Class A-2-I Notes. Any such consent or waiver of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such holders of Series 2018-1 Class A-2-I Notes and upon all future holders of Series 2018-1 Class A-2-I Notes of this Note and of any Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. 

Each purchaser or transferee of this Note (or any interest herein) shall be deemed to represent and warrant that either (i) it is not a
Plan (including, without limitation, any entity whose underlying assets include “plan assets” by reason of a Plan’s investment in the entity or otherwise), nor a governmental, church, non-U.S.
or other plan which is subject to any federal, state, local or non-U.S. law that is similar to the provisions of Section 406 of ERISA or Section 4975 of the Code or (ii) its acquisition, holding
and disposition of the Series 2018-1 Notes (or any interest therein) will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA
or Section 4975 of the Code (or, in the case of a governmental, church, non-U.S. or other plan, a non-exempt violation under any similar law). 

The term “Master Issuer” as used in this Note includes any successor and assign to the Master Issuer under the Indenture.

 The Series 2018-1 Class A-2-I Notes are issuable
only in registered form in denominations as provided in the Indenture, subject to certain limitations set forth therein. 
 This Note and
the Indenture shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York without regard to conflicts of law principles and the obligations, rights and remedies of the parties hereunder and thereunder
shall be determined in accordance with such laws. 
 No reference herein to the Indenture and no provision of this Note or of the Indenture
shall alter or impair the obligation of the Master Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency herein prescribed. 

[Remainder of page intentionally left blank] 

  
 A-2-1-10 













 ASSIGNMENT 

Social Security or taxpayer I.D. or other identifying number of assignee:
                             

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto 
  

 
 (name and address of assignee) 

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints
                            , attorney, to transfer said Note on the books kept for registration
thereof, with full power of substitution in the premises. 
 Dated:
                              

 

					
	 By:
	 	  
	 	1 
		 	 Signature Guaranteed:
	 	
			
		 	  
	 	


  

	1 	 NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on
the face of the within Note, without alteration, enlargement or any change whatsoever. 



  
 A-2-1-11 













 SCHEDULE OF EXCHANGES IN RULE 144A GLOBAL SERIES
2018-1 
 CLASS A-2-I NOTE 

The initial principal balance of this Rule 144A Global Series 2018-1
Class A-2-I Note is $[                    ]. The following exchanges of an interest in this Rule 144A
Global Series 2018-1 Class A-2-I Note for an interest in a corresponding Temporary Regulation S Global Series 2018-1 Class A-2-I Note or a Permanent Regulation S Global Series 2018-1 Class A-2-I Note have been made: 

 

							
	 Date
	 	 Amount of Increase (or

Decrease) in the Principal
 Amount of
this Rule 144A
 Global Note
	 	 Remaining Principal

Amount of this Rule 144A
 Global Note
following the
 Increase or Decrease
	 	 Signature of Authorized

Officer of Trustee or

Registrar

		 		 		 	
	  
	 	  
	 	  
	 	  

		 		 		 	
	  
	 	  
	 	  
	 	  

		 		 		 	
	  
	 	  
	 	  
	 	  

		 		 		 	
	  
	 	  
	 	  
	 	  

		 		 		 	
	  
	 	  
	 	  
	 	  

		 		 		 	
	  
	 	  
	 	  
	 	  

		 		 		 	
	  
	 	  
	 	  
	 	  

		 		 		 	
	  
	 	  
	 	  
	 	  

		 		 		 	
	  
	 	  
	 	  
	 	  

		 		 		 	
	  
	 	  
	 	  
	 	  

		 		 		 	
	  
	 	  
	 	  
	 	  

		 		 		 	
	  
	 	  
	 	  
	 	  



  
 A-2-1-12 













 EXHIBIT A-2-2 

THE ISSUANCE AND SALE OF THIS RULE 144A GLOBAL SERIES 2018-1 CLASS A-2-II NOTE (THIS “NOTE”) HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR WITH ANY SECURITIES
REGULATORY AUTHORITY OF ANY STATE OR OTHER RELEVANT JURISDICTION, AND PLANET FITNESS MASTER ISSUER LLC (THE “MASTER ISSUER”) HAS NOT BEEN REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940
ACT”). THIS NOTE OR ANY INTEREST HEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE MASTER ISSUER OR AN AFFILIATE THEREOF, (B) IN THE UNITED STATES, TO EITHER A PERSON WHO IS NOT A COMPETITOR AND WHO IS
A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE 1933 ACT (“RULE 144A”), ACTING FOR ITS OWN ACCOUNT OR ONE OR MORE ACCOUNTS WITH RESPECT TO WHICH SUCH PERSON EXERCISES SOLE INVESTMENT DISCRETION OR
(C) OUTSIDE THE UNITED STATES, TO A PERSON WHO IS NOT A COMPETITOR AND WHO IS NOT A “U.S. PERSON” AS DEFINED IN REGULATION S UNDER THE 1933 ACT (“REGULATION S”), ACTING FOR ITS OWN ACCOUNT OR ONE OR MORE ACCOUNTS WITH
RESPECT TO WHICH SUCH PERSON EXERCISES SOLE INVESTMENT DISCRETION, NONE OF WHICH ARE A U.S. PERSON, IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S, AND, IN EACH CASE, IN COMPLIANCE WITH THE CERTIFICATIONS AND OTHER REQUIREMENTS SPECIFIED IN
THE INDENTURE REFERRED TO HEREIN AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR THE UNITED STATES AND ANY OTHER RELEVANT JURISDICTION. 

BY ITS ACQUISITION OR ACCEPTANCE HEREOF, THE HOLDER (IF NOT THE MASTER ISSUER OR AN AFFILIATE OF THE MASTER ISSUER) REPRESENTS THAT IT IS NOT
A COMPETITOR AND (A) IT IS EITHER (X) A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A OR (Y) NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION, AS APPLICABLE, (B) IT IS ACTING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PERSON WHICH IS EITHER (X) A QUALIFIED INSTITUTIONAL BUYER OR (Y) NOT A U.S. PERSON, AND IN EACH CASE WITH RESPECT TO WHICH IT EXERCISES SOLE INVESTMENT DISCRETION, (C) IT AND EACH ACCOUNT FOR
WHICH IT IS PURCHASING WILL HOLD AND TRANSFER AT LEAST THE MINIMUM DENOMINATION OF NOTES, (D) IT UNDERSTANDS THAT THE MASTER ISSUER MAY RECEIVE A LIST OF PARTICIPANTS HOLDING POSITIONS IN ITS NOTES FROM ONE OR MORE BOOK-ENTRY DEPOSITORIES AND
(E) IT WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS TO ANY SUBSEQUENT TRANSFEREES. 
 EACH PERSON (IF NOT THE MASTER ISSUER OR AN
AFFILIATE OF THE MASTER ISSUER) TAKING DELIVERY OF THIS NOTE OR AN INTEREST IN THIS NOTE WILL BE DEEMED TO HAVE MADE THE APPLICABLE REPRESENTATIONS AND AGREEMENTS REFERRED TO IN THE INDENTURE. EACH PERSON TAKING DELIVERY OF THIS NOTE OR AN INTEREST
IN THIS NOTE IN THE FORM OF AN 

  
 A-2-2-1 













 
INTEREST IN A TEMPORARY REGULATION S GLOBAL NOTE OR PERMANENT REGULATION S GLOBAL NOTE WILL BE REQUIRED TO DELIVER A TRANSFER CERTIFICATE IN THE FORM REQUIRED BY THE INDENTURE AND WILL BE
REQUIRED TO MAKE THE APPLICABLE REPRESENTATIONS AND AGREEMENTS REFERRED TO IN THE INDENTURE. 
 ANY TRANSFER OF THIS NOTE IN VIOLATION OF
THE FOREGOING WILL BE OF NO FORCE AND EFFECT AND WILL BE VOID AB INITIO AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO ANY PERSON CAUSING SUCH VIOLATION, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE MASTER ISSUER, THE TRUSTEE OR ANY
INTERMEDIARY. 
 IF THIS NOTE WAS ACQUIRED IN THE UNITED STATES, AND THE HOLDER IS DETERMINED TO BE A COMPETITOR OR NOT TO HAVE BEEN A
QUALIFIED INSTITUTIONAL BUYER AT THE TIME OF ACQUISITION OF THIS NOTE, THE MASTER ISSUER HAS THE RIGHT TO REQUIRE SUCH HOLDER TO SELL THIS NOTE TO A PURCHASER WHO IS A QUALIFIED INSTITUTIONAL BUYER AND NOT A COMPETITOR. THE MASTER ISSUER ALSO HAS
THE RIGHT TO REFUSE TO HONOR A TRANSFER TO A PERSON WHO IS NOT A QUALIFIED INSTITUTIONAL BUYER OR WHO IS A COMPETITOR. 
 IF THIS NOTE WAS
ACQUIRED OUTSIDE THE UNITED STATES, AND THE HOLDER IS DETERMINED TO HAVE BEEN A “U.S. PERSON” AT THE TIME OF ACQUISITION OF THIS NOTE, THE MASTER ISSUER HAS THE RIGHT TO REQUIRE SUCH HOLDER TO SELL THIS NOTE TO A PURCHASER WHO IS NOT A
“U.S. PERSON” AND WHO IS NOT A COMPETITOR. THE MASTER ISSUER ALSO HAS THE RIGHT TO REFUSE TO HONOR A TRANSFER TO A PERSON WHO IS A “U.S. PERSON” OR WHO IS A COMPETITOR. 

BY ACCEPTING THIS NOTE, EACH PURCHASER COVENANTS THAT IT WILL NOT AT ANY TIME PRIOR TO THE DATE WHICH IS ONE (1) YEAR AND ONE
(1) DAY AFTER THE PAYMENT IN FULL OF THE LATEST MATURING NOTE, INSTITUTE AGAINST, OR JOIN WITH ANY OTHER PERSON IN INSTITUTING AGAINST, ANY SECURITIZATION ENTITY ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION
PROCEEDINGS, OR OTHER PROCEEDINGS, UNDER ANY FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW. 
 THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF
THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, 55 WATER STREET, NEW YORK, NEW YORK 10004, OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN
WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS
THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE MASTER ISSUER OR THE NOTE REGISTRAR, AND 

  
 A-2-2-2 













 
ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, AND ANY PAYMENT IS MADE TO CEDE & CO.
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER, CEDE & CO., HAS AN INTEREST
HEREIN. 

  
 A-2-2-3 













 THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. ANY PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE. 

FORM OF RULE 144A GLOBAL SERIES 2018-1 CLASS A-2-II NOTE 
  

					
	No. R-[    ]	  		  	up to $[                    ]

 SEE REVERSE FOR CERTAIN CONDITIONS 

CUSIP Number: [                    ]

 ISIN Number:
[                    ] 
 Common
Code: [                    ] 

PLANET FITNESS MASTER ISSUER LLC 

SERIES 2018-1 4.666% FIXED RATE SENIOR SECURED NOTES, CLASS A-2-II 
 PLANET FITNESS MASTER ISSUER LLC, a limited liability company formed under the laws of
the State of Delaware (herein referred to as the “Master Issuer”), for value received, hereby promises to pay to CEDE & CO. or registered assigns, up to the principal sum of
[                    ] DOLLARS
($[                    ]) as provided below and in the Indenture referred to herein. Payments of principal shall be payable in the amounts and at the
times set forth in the Indenture described herein; provided, however, that the entire unpaid principal amount of this Note shall be due on the Quarterly Payment Date occurring in September 2048 (the “Series 2018-1 Class A-2 Legal Final Maturity Date”). The Master Issuer will pay interest on this Rule 144A Global Series
2018-1 Class A-2-II Note (this “Note”) at the Series 2018-1 Class A-2-II Note Rate for each Interest Accrual Period in accordance with the terms of the Indenture. Such interest will be payable in arrears on each Quarterly Payment
Date, which will be on the 5th day (or, if such date is not a Business Day, the next succeeding Business Day) of each March, June, September and December, commencing December 5, 2018 (each, a
“Quarterly Payment Date”). Such interest will accrue for each Quarterly Payment Date with respect to (i) initially, the period from and including the Closing Date to but excluding December 5, 2018 and (ii) thereafter,
the period from and including the 5th day of the calendar month in which the immediately preceding Quarterly Payment Date occurred to but excluding the 5th day of the calendar month that includes the then-current Quarterly Payment Date (each, an “Interest Accrual Period”). Interest with respect to the Notes (and interest on any
defaulted payments of interest or principal) will be computed on the basis of a 360-day year consisting of twelve 30-day months. In addition, under the circumstances set
forth in the Indenture, the Master Issuer shall also pay Series 2018-1 Class A-2 Quarterly Post-ARD Contingent Interest on
this Note at the rate set forth in the Indenture, and such contingent interest shall be computed and shall be payable in the amounts and at the times set forth in the Indenture. 

  
 A-2-2-4 













 The principal of and interest on this Note are payable in such coin or currency of the
United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Master Issuer with respect to this Note shall be applied as provided in the Indenture. 

This Note is subject to mandatory and optional prepayment as set forth in the Indenture. 

Interests in this Note are exchangeable or transferable in whole or in part for interests in a Temporary Regulation S Global Note or a
Permanent Regulation S Global Note; provided that such transfer or exchange complies with the applicable provisions of the Indenture relating to the transfer of the Notes. Interests in this Note in certain circumstances may also be
exchangeable or transferable in whole but not in part for duly executed and issued registered Definitive Notes; provided that such transfer or exchange complies with Section 2.8 of the Base Indenture and Section 4.2(c) of the Series
2018-1 Supplement. 
 Reference is made to the further provisions of this Note set forth on the
reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Although a summary of certain provisions of the Indenture is set forth below and on the reverse hereof and made a part hereof, this Note does not
purport to summarize the Indenture and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Master Issuer
and the Trustee. A copy of the Indenture may be requested from the Trustee by writing to the Trustee at: Citibank, N.A., 388 Greenwich Street, New York, NY 10013, Attention: Citibank Agency & Trust – Planet Fitness Master Issuer LLC.
To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Indenture. 
 Subject to the
next following paragraph, the Master Issuer hereby certifies and declares that all acts, conditions and things required to be done and performed and to have happened prior to the creation of this Note and to constitute it as the valid obligation of
the Master Issuer enforceable in accordance with its terms, have been done and performed and have happened in due compliance with all applicable laws and in accordance with the terms of the Indenture. 

Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall
not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose. 

[Remainder of page intentionally left blank] 

  
 A-2-2-5 













 IN WITNESS WHEREOF, the Master Issuer has caused this instrument to be signed by its
Authorized Officer. 
 Date:
                             

 

			
	PLANET FITNESS MASTER ISSUER LLC, as Master Issuer
		
	By:	 	  

		 	Name:
		 	Title:



  
 A-2-2-6 













 CERTIFICATE OF AUTHENTICATION 

This is one of the Series 2018-1
Class A-2-II Notes issued under the within-mentioned Indenture. 
  

			
	CITIBANK, N.A., as Trustee
		
	By:	 	  

		 	Authorized Signatory



  
 A-2-2-7 













 [REVERSE OF NOTE] 

This Note is one of a duly authorized issue of Series 2018-1 Class A-2-II Notes of the Master Issuer designated as its Series 2018-1 4.666% Fixed Rate Senior Secured Notes, Class A-2-II (herein called the “Series 2018-1
Class A-2-II Notes”), all issued under (i) the Base Indenture, dated as of August 1, 2018 (such Base Indenture, as amended,
supplemented or modified, is herein called the “Base Indenture”), between the Master Issuer and Citibank, N.A., as trustee (the “Trustee”, which term includes any successor Trustee under the Base Indenture) and as
securities intermediary, and (ii) the Series 2018-1 Supplement to the Base Indenture, dated as of August 1, 2018 (the “Series 2018-1
Supplement”), among the Master Issuer, the Trustee and Citibank, N.A., as series 2018-1 securities intermediary. The Base Indenture and the Series 2018-1
Supplement are referred to herein collectively as the “Indenture”. The Series 2018-1 Class A-2-II Notes are
subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented, modified or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented, modified or
amended. 
 The Series 2018-1
Class A-2-II Notes are and will be secured by the Collateral pledged as security therefor as provided in the Indenture. 

The Notes will be issued in minimum denominations of $50,000 and integral multiples of $1,000 in excess thereof. 

As provided for in the Indenture, the Series 2018-1 Class A-2-II Notes may be prepaid, in whole or in part, at the option of the Master Issuer. In addition, the Series 2018-1 Class A-2-II Notes are subject to mandatory prepayment as provided for in the Indenture. In certain circumstances, the Master Issuer will be obligated to pay the Series
2018-1 Class A-2 Make-Whole Prepayment Premium in connection with a mandatory or optional prepayment of the Series 2018-1 Class A-2-II Notes as described in the Indenture. As described above, the entire unpaid principal amount of this Note shall be due and payable on the Series 2018-1 Class A-2 Legal Final Maturity Date. All payments of principal of the Series 2018-1 Class A-2-II Notes will be made pro rata to the holders of Series 2018-1
Class A-2-II Notes entitled thereto. 
 Principal of
and interest on this Note, which are payable on a Quarterly Payment Date or on any date on which payments are permitted to be made as provided for in the Indenture, shall be paid to the Person in whose name this Note (or one or more predecessor
Notes) is registered at the close of business on the applicable Record Date or Prepayment Record Date, as the case may be. 
 Interest and
contingent interest, if any, will each accrue on the Series 2018-1 Class A-2-II Notes at the rates set forth in the
Indenture. The interest and contingent interest, if any, will be computed on the basis set forth in the Indenture. The amount of interest payable on the Series 2018-1 Class A-2-II Notes on each Quarterly Payment Date will be calculated as set forth in the Indenture. 

Payments of principal and interest on this Note are subordinated to the payment of certain other amounts in accordance with the Priority of
Payments and certain other provisions of the Indenture. 

  
 A-2-2-8 













 If an Event of Default shall occur and be continuing, this Note may become or be declared
due and payable in the manner and with the effect provided in the Indenture. 
 Amounts payable in respect of this Note shall be made by
wire transfer of immediately available funds to the account designated by DTC or its nominee. 
 As provided in the Indenture and subject to
certain limitations set forth therein, the transfer of this Note shall be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Master Issuer pursuant to the Indenture,
duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee, the Master Issuer and the Registrar duly executed by, the holder of Series 2018-1 Class A-2-II Notes hereof or its attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the
requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the
Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and accompanied by such other documents as the Trustee and the Registrar may require and as may be required by the
Series 2018-1 Supplement, and thereupon one or more new Series 2018-1 Class A-2-II
Notes of authorized denominations in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may
be required to pay a sum sufficient to cover any Tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. 

Each holder of Series 2018-1
Class A-2-II Notes, by acceptance of a Series 2018-1
Class A-2-II Note, covenants and agrees that by accepting the benefits of the Indenture that prior to the date that is one (1) year and one (1) day after
the payment in full of the latest maturing note issued under the Indenture, such holder of Series 2018-1 Class A-2-II Notes
will not institute against, or join with any other Person in instituting against, any Securitization Entity any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state
bankruptcy or similar law; provided, however, that nothing herein shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Securitization Entities pursuant to the Indenture or any other Related
Document. 
 It is the intent of the Master Issuer that the Series 2018-1 Class A-2-II Notes will qualify under applicable tax law as Indebtedness of the Master Issuer or, if the Master Issuer is treated as a division of another entity for federal income tax purposes, such other
entity. Each holder of Series 2018-1 Class A-2-II Notes, by the acceptance of this Note, agrees to treat this Note (or beneficial interests herein) for all purposes
of United States federal, state, local and foreign income or franchise Taxes and any other Tax imposed on or measured by income, as Indebtedness of the Master Issuer or, if the Master Issuer is treated as a division of another entity for federal
income tax purposes, such other entity. 

  
 A-2-2-9 













 The Indenture permits certain amendments to be made thereto without the consent of the
Control Party, the Controlling Class Representative or any holder of Series 2018-1 Class A-2-II Notes, provided that certain
conditions precedent are satisfied. The Indenture also permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Master Issuer and the rights of the holders of Series 2018-1 Class A-2-II Notes under the Indenture at any time by the Master Issuer with the consent of the Control Party (acting at
the direction of the Controlling Class Representative) and without the consent of any holders of Series 2018-1
Class A-2-II Notes. The Indenture also contains provisions permitting the Control Party (acting at the direction of the Controlling Class Representative) to
waive compliance by the Master Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences without the consent of any holders of Series 2018-1 Class A-2-II Notes. Any such consent or waiver of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such holders of Series 2018-1 Class A-2-II Notes and upon all future holders of Series 2018-1 Class A-2-II Notes of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such
consent or waiver is made upon this Note. 
 Each purchaser or transferee of this Note (or any interest herein) shall be deemed to represent
and warrant that either (i) it is not a Plan (including, without limitation, any entity whose underlying assets include “plan assets” by reason of a Plan’s investment in the entity or otherwise), nor a governmental, church, non-U.S. or other plan which is subject to any federal, state, local or non-U.S. law that is similar to the provisions of Section 406 of ERISA or Section 4975 of the
Code or (ii) its acquisition, holding and disposition of the Series 2018-1 Notes (or any interest therein) will not constitute or result in a non-exempt prohibited
transaction under Section 406 of ERISA or Section 4975 of the Code (or, in the case of a governmental, church, non-U.S. or other plan, a non-exempt violation
under any similar law). 
 The term “Master Issuer” as used in this Note includes any successor and assign to the Master
Issuer under the Indenture. 
 The Series 2018-1 Class A-2-II Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations set forth therein. 

This Note and the Indenture shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York without
regard to conflicts of law principles and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws. 

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Master
Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency herein prescribed. 

[Remainder of page intentionally left blank] 

  
 A-2-2-10 













 ASSIGNMENT 

Social Security or taxpayer I.D. or other identifying number of assignee:
                          

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto 
  

 
 (name and address of assignee) 

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints
                , attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises. 

Dated:                         
 
  

			
	By:	 	                                      
                                      1 
	 	 
		 	Signature Guaranteed:
		
		 	                                      
                                      


  
  

	1 	 NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on
the face of the within Note, without alteration, enlargement or any change whatsoever. 



  
 A-2-2-11 













 SCHEDULE OF EXCHANGES IN RULE 144A GLOBAL SERIES
2018-1 
 CLASS A-2-II
NOTE 
 The initial principal balance of this Rule 144A Global Series 2018-1 Class A-2-II Note is $[            ]. The following exchanges of an interest in this Rule 144A Global Series 2018-1 Class A-2-II Note for an interest in a corresponding Temporary Regulation S Global Series
2018-1 Class A-2-II Note or a Permanent Regulation S Global Series 2018-1
Class A-2-II Note have been made: 
  

							
	 Date
	  	Amount of Increase (or
Decrease) in the Principal
Amount of this Rule 144A
Global Note	  	Remaining Principal
Amount of this Rule 144A Global
Note following the Increase or
Decrease	  	Signature of Authorized
Officer of Trustee or
Registrar
	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  



  
 A-2-2-12 













 EXHIBIT A-2-3 

THE ISSUANCE AND SALE OF THIS TEMPORARY REGULATION S GLOBAL SERIES 2018-1 CLASS A-2-I NOTE (THIS “NOTE”) HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933
ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER RELEVANT JURISDICTION, AND PLANET FITNESS MASTER ISSUER LLC (THE “MASTER ISSUER”) HAS NOT BEEN REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS
AMENDED (THE “1940 ACT”). THIS NOTE OR ANY INTEREST HEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE MASTER ISSUER OR AN AFFILIATE THEREOF, (B) IN THE UNITED STATES, TO EITHER A PERSON WHO IS
NOT A COMPETITOR AND WHO IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE 1933 ACT (“RULE 144A”), ACTING FOR ITS OWN ACCOUNT OR ONE OR MORE ACCOUNTS WITH RESPECT TO WHICH SUCH PERSON EXERCISES SOLE
INVESTMENT DISCRETION OR (C) OUTSIDE THE UNITED STATES, TO A PERSON WHO IS NOT A COMPETITOR AND WHO IS NOT A “U.S. PERSON” AS DEFINED IN REGULATION S UNDER THE 1933 ACT (“REGULATION S”), ACTING FOR ITS OWN ACCOUNT OR
ONE OR MORE ACCOUNTS WITH RESPECT TO WHICH SUCH PERSON EXERCISES SOLE INVESTMENT DISCRETION, NONE OF WHICH ARE A U.S. PERSON, IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S, AND, IN EACH CASE, IN COMPLIANCE WITH THE CERTIFICATIONS AND OTHER
REQUIREMENTS SPECIFIED IN THE INDENTURE REFERRED TO HEREIN AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR THE UNITED STATES AND ANY OTHER RELEVANT JURISDICTION. 

BY ITS ACQUISITION OR ACCEPTANCE HEREOF, THE HOLDER (IF NOT THE MASTER ISSUER OR AN AFFILIATE OF THE MASTER ISSUER) REPRESENTS THAT IT IS NOT
A COMPETITOR AND (A) IT IS EITHER (X) A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A OR (Y) NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION, AS APPLICABLE, (B) IT IS ACTING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PERSON WHICH IS EITHER (X) A QUALIFIED INSTITUTIONAL BUYER OR (Y) NOT A U.S. PERSON, AND IN EACH CASE WITH RESPECT TO WHICH IT EXERCISES SOLE INVESTMENT DISCRETION, (C) IT AND EACH ACCOUNT FOR
WHICH IT IS PURCHASING WILL HOLD AND TRANSFER AT LEAST THE MINIMUM DENOMINATION OF NOTES, (D) IT UNDERSTANDS THAT THE MASTER ISSUER MAY RECEIVE A LIST OF PARTICIPANTS HOLDING POSITIONS IN ITS NOTES FROM ONE OR MORE BOOK-ENTRY DEPOSITORIES AND
(E) IT WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS TO ANY SUBSEQUENT TRANSFEREES. 
 EACH PERSON (IF NOT THE MASTER ISSUER OR AN
AFFILIATE OF THE MASTER ISSUER) TAKING DELIVERY OF THIS NOTE OR AN INTEREST IN THIS NOTE WILL BE DEEMED TO HAVE MADE THE APPLICABLE REPRESENTATIONS AND AGREEMENTS REFERRED TO IN THE INDENTURE. EACH PERSON TAKING


  
 A-2-3-1 













 
DELIVERY OF THIS NOTE OR AN INTEREST IN THIS NOTE IN THE FORM OF AN INTEREST IN A RULE 144A GLOBAL NOTE OR PERMANENT REGULATION S GLOBAL NOTE WILL BE REQUIRED TO DELIVER A TRANSFER CERTIFICATE IN
THE FORM REQUIRED BY THE INDENTURE AND WILL BE REQUIRED TO MAKE THE APPLICABLE REPRESENTATIONS AND AGREEMENTS REFERRED TO IN THE INDENTURE. 

ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT AND WILL BE VOID AB INITIO AND WILL NOT OPERATE TO
TRANSFER ANY RIGHTS TO ANY PERSON CAUSING SUCH VIOLATION, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE MASTER ISSUER, THE TRUSTEE OR ANY INTERMEDIARY. 

IF THIS NOTE WAS ACQUIRED IN THE UNITED STATES, AND THE HOLDER IS DETERMINED TO BE A COMPETITOR OR NOT TO HAVE BEEN A QUALIFIED INSTITUTIONAL
BUYER AT THE TIME OF ACQUISITION OF THIS NOTE, THE MASTER ISSUER HAS THE RIGHT TO REQUIRE SUCH HOLDER TO SELL THIS NOTE TO A PURCHASER WHO IS A QUALIFIED INSTITUTIONAL BUYER AND NOT A COMPETITOR. THE MASTER ISSUER ALSO HAS THE RIGHT TO REFUSE TO
HONOR A TRANSFER TO A PERSON WHO IS NOT A QUALIFIED INSTITUTIONAL BUYER OR WHO IS A COMPETITOR. 
 IF THIS NOTE WAS ACQUIRED OUTSIDE THE
UNITED STATES, AND THE HOLDER IS DETERMINED TO HAVE BEEN A “U.S. PERSON” AT THE TIME OF ACQUISITION OF THIS NOTE, THE MASTER ISSUER HAS THE RIGHT TO REQUIRE SUCH HOLDER TO SELL THIS NOTE TO A PURCHASER WHO IS NOT A “U.S. PERSON”
AND WHO IS NOT A COMPETITOR. THE MASTER ISSUER ALSO HAS THE RIGHT TO REFUSE TO HONOR A TRANSFER TO A PERSON WHO IS A “U.S. PERSON” OR WHO IS A COMPETITOR. 

BY ACCEPTING THIS NOTE, EACH PURCHASER COVENANTS THAT IT WILL NOT AT ANY TIME PRIOR TO THE DATE WHICH IS ONE (1) YEAR AND ONE
(1) DAY AFTER THE PAYMENT IN FULL OF THE LATEST MATURING NOTE, INSTITUTE AGAINST, OR JOIN WITH ANY OTHER PERSON IN INSTITUTING AGAINST, ANY SECURITIZATION ENTITY ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION
PROCEEDINGS, OR OTHER PROCEEDINGS, UNDER ANY FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW. 
 UNTIL FORTY (40) DAYS AFTER THE ORIGINAL
ISSUE DATE OF THE NOTES (THE “RESTRICTED PERIOD”) IN CONNECTION WITH THE OFFERING OF THE NOTES IN THE UNITED STATES FROM OUTSIDE OF THE UNITED STATES, THE SALE, PLEDGE OR TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN CONDITIONS AND
RESTRICTIONS. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE ACQUIRING THIS NOTE, ACKNOWLEDGES THAT SUCH HOLDER IS EITHER NOT A “U.S. PERSON” OR THE MASTER ISSUER OR AN AFFILIATE OF THE MASTER ISSUER, AND THAT THIS NOTE HAS NOT BEEN
REGISTERED UNDER THE 1933 ACT AND AGREES FOR THE BENEFIT OF THE MASTER ISSUER THAT THIS NOTE MAY BE 

  
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TRANSFERRED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY TO THE MASTER ISSUER OR AN AFFILIATE OF THE MASTER ISSUER AND IN COMPLIANCE WITH THE 1933 ACT AND OTHER APPLICABLE LAWS OF THE STATES,
TERRITORIES AND POSSESSIONS OF THE UNITED STATES GOVERNING THE OFFER AND SALE OF SECURITIES, AND PRIOR TO THE EXPIRATION OF THE RESTRICTED PERIOD, ONLY (I) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE 1933 ACT OR
(II) PURSUANT TO AND IN ACCORDANCE WITH RULE 144A UNDER THE 1933 ACT. 
 THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, 55 WATER STREET, NEW YORK, NEW YORK 10004, OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN
PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS NOTE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE MASTER ISSUER OR THE NOTE REGISTRAR, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED
OWNER, CEDE & CO., HAS AN INTEREST HEREIN. 

  
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 THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. ANY PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE. 

FORM OF TEMPORARY REGULATION S GLOBAL SERIES 2018-1 CLASS A-2-I NOTE 
  

			
	No. S-[        ]	  	up to $[                    ]

 SEE REVERSE FOR CERTAIN CONDITIONS 

CUSIP Number: [                    ]

 ISIN Number:
[                    ] 
 Common
Code: [                    ] 

PLANET FITNESS MASTER ISSUER LLC 

SERIES 2018-1 4.262% FIXED RATE SENIOR SECURED NOTES, CLASS A-2-I 
 PLANET FITNESS MASTER ISSUER LLC, a limited liability company formed under the laws of the
State of Delaware (herein referred to as the “Master Issuer”), for value received, hereby promises to pay to CEDE & CO. or registered assigns, up to the principal sum of
[                    ] DOLLARS
($[                    ]) as provided below and in the Indenture referred to herein. Payments of principal shall be payable in the amounts and at the
times set forth in the Indenture described herein; provided, however, that the entire unpaid principal amount of this Note shall be due on the Quarterly Payment Date occurring in September 2048 (the “Series 2018-1 Class A-2 Legal Final Maturity Date”). The Master Issuer will pay interest on this Temporary Regulation S Global Series 2018-1 Class A-2-I Note (this “Note”) at the Series 2018-1 Class A-2-I Note Rate for each Interest Accrual Period in accordance with the terms of the Indenture. Such interest will be payable in arrears on each Quarterly Payment
Date, which will be on the 5th day (or, if such date is not a Business Day, the next succeeding Business Day) of each March, June, September and December, commencing on December 5, 2018
(each, a “Quarterly Payment Date”). Such interest will accrue for each Quarterly Payment Date with respect to (i) initially, the period from and including the Closing Date to but excluding December 5, 2018 and
(ii) thereafter, the period from and including the 5th day of the calendar month in which the immediately preceding Quarterly Payment Date occurred to but excluding the 5th day of the calendar month that includes the then-current Quarterly Payment Date (each, an “Interest Accrual Period”). Interest with respect to the Notes (and interest on any
defaulted payments of interest or principal) will be computed on the basis of a 360-day year consisting of twelve 30-day months. In addition, under the circumstances set
forth in the Indenture, the Master Issuer shall also pay Series 2018-1 Class A-2 Quarterly Post-ARD Contingent Interest on
this Note at the rate set forth in the Indenture, and such contingent interest shall be computed and shall be payable in the amounts and at the times set forth in the Indenture. 

  
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 The principal of and interest on this Note are payable in such coin or currency of the
United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Master Issuer with respect to this Note shall be applied as provided in the Indenture. 

This Note is subject to mandatory and optional prepayment as set forth in the Indenture. 

Interests in this Note are exchangeable or transferable in whole or in part for interests in a Rule 144A Global Note or a Permanent Regulation
S Global Note; provided that such transfer or exchange complies with the applicable provisions of the Indenture relating to the transfer of the Notes. Interests in this Note in certain circumstances may also be exchangeable or transferable in
whole but not in part for duly executed and issued registered Definitive Notes; provided that such transfer or exchange complies with Section 2.8 of the Base Indenture and Section 4.2(c) of the Series
2018-1 Supplement. 
 Reference is made to the further provisions of this Note set forth on the
reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Although a summary of certain provisions of the Indenture is set forth below and on the reverse hereof and made a part hereof, this Note does not
purport to summarize the Indenture and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Master Issuer
and the Trustee. A copy of the Indenture may be requested from the Trustee by writing to the Trustee at: Citibank, N.A., 388 Greenwich Street, New York, NY 10013, Attention: Citibank Agency & Trust – Planet Fitness Master Issuer LLC.
To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Indenture. 
 Subject to the
next following paragraph, the Master Issuer hereby certifies and declares that all acts, conditions and things required to be done and performed and to have happened prior to the creation of this Note and to constitute it as the valid obligation of
the Master Issuer enforceable in accordance with its terms, have been done and performed and have happened in due compliance with all applicable laws and in accordance with the terms of the Indenture. 

Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall
not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose. 

[Remainder of page intentionally left blank] 

  
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 IN WITNESS WHEREOF, the Master Issuer has caused this instrument to be signed by its
Authorized Officer. 
 Date:
                          
  

			
	PLANET FITNESS MASTER ISSUER
  LLC, as Master Issuer
		
	By:	 	  

		 	Name:
		 	Title:



  
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 CERTIFICATE OF AUTHENTICATION 

This is one of the Series 2018-1
Class A-2-I Notes issued under the within-mentioned Indenture. 
  

			
	CITIBANK, N.A., as Trustee
		
	By:	 	  

		 	Authorized Signatory



  
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 [REVERSE OF NOTE] 

This Note is one of a duly authorized issue of Series 2018-1 Class A-2-I Notes of the Master Issuer designated as its Series 2018-1 4.262% Fixed Rate Senior Secured Notes, Class A-2-I (herein called the “Series 2018-1
Class A-2-I Notes”), all issued under (i) the Base Indenture, dated as of August 1, 2018 (such Base Indenture, as amended,
supplemented or modified, is herein called the “Base Indenture”), between the Master Issuer and Citibank, N.A., as trustee (the “Trustee”, which term includes any successor Trustee under the Base Indenture) and as
securities intermediary, and (ii) the Series 2018-1 Supplement to the Base Indenture, dated as of August 1, 2018 (the “Series 2018-1
Supplement”), among the Master Issuer, the Trustee and Citibank, N.A., as series 2018-1 securities intermediary. The Base Indenture and the Series 2018-1
Supplement are referred to herein collectively as the “Indenture”. The Series 2018-1 Class A-2-I Notes are
subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented, modified or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented, modified or
amended. 
 The Series 2018-1
Class A-2-I Notes are and will be secured by the Collateral pledged as security therefor as provided in the Indenture. 

The Notes will be issued in minimum denominations of $50,000 and integral multiples of $1,000 in excess thereof. 

As provided for in the Indenture, the Series 2018-1 Class A-2-I Notes may be prepaid, in whole or in part, at the option of the Master Issuer. In addition, the Series 2018-1 Class A-2-I Notes are subject to mandatory prepayment as provided for in the Indenture. In certain circumstances, the Master Issuer will be obligated to pay the Series
2018-1 Class A-2 Make-Whole Prepayment Premium in connection with a mandatory or optional prepayment of the Series 2018-1 Class A-2-I Notes as described in the Indenture. As described above, the entire unpaid principal amount of this Note shall be due and payable on the Series 2018-1 Class A-2 Legal Final Maturity Date. All payments of principal of the Series 2018-1 Class A-2-I Notes will be made pro rata to the holders of Series 2018-1
Class A-2-I Notes entitled thereto. 
 Principal of and
interest on this Note, which are payable on a Quarterly Payment Date or on any date on which payments are permitted to be made as provided for in the Indenture, shall be paid to the Person in whose name this Note (or one or more predecessor Notes)
is registered at the close of business on the applicable Record Date or Prepayment Record Date, as the case may be. 
 Interest and
contingent interest, if any, will each accrue on the Series 2018-1 Class A-2-I Notes at the rates set forth in the
Indenture. The interest and contingent interest, if any, will be computed on the basis set forth in the Indenture. The amount of interest payable on the Series 2018-1 Class A-2-I Notes on each Quarterly Payment Date will be calculated as set forth in the Indenture. 

Payments of principal and interest on this Note are subordinated to the payment of certain other amounts in accordance with the Priority of
Payments and certain other provisions of the Indenture. 

  
 A-2-3-8 













 If an Event of Default shall occur and be continuing, this Note may become or be declared
due and payable in the manner and with the effect provided in the Indenture. 
 Amounts payable in respect of this Note shall be made by
wire transfer of immediately available funds to the account designated by DTC or its nominee. 
 As provided in the Indenture and subject to
certain limitations set forth therein, the transfer of this Note shall be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Master Issuer pursuant to the Indenture,
duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee, the Master Issuer and the Registrar duly executed by, the holder of Series 2018-1 Class A-2-I Notes hereof or its attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the
requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the
Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and accompanied by such other documents as the Trustee and the Registrar may require and as may be required by the
Series 2018-1 Supplement, and thereupon one or more new Series 2018-1 Class A-2-I
Notes of authorized denominations in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may
be required to pay a sum sufficient to cover any Tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. 

Each holder of Series 2018-1
Class A-2-I Notes, by acceptance of a Series 2018-1
Class A-2-I Note, covenants and agrees that by accepting the benefits of the Indenture that prior to the date that is one (1) year and one (1) day after
the payment in full of the latest maturing note issued under the Indenture, such holder of Series 2018-1 Class A-2-I Notes
will not institute against, or join with any other Person in instituting against, any Securitization Entity any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state
bankruptcy or similar law; provided, however, that nothing herein shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Securitization Entities pursuant to the Indenture or any other Related
Document. 
 It is the intent of the Master Issuer that the Series 2018-1 Class A-2-I Notes will qualify under applicable tax law as Indebtedness of the Master Issuer or, if the Master Issuer is treated as a division of another entity for
federal income tax purposes, such other entity. Each holder of Series 2018-1 Class A-2-I Notes, by the acceptance of this
Note, agrees to treat this Note (or beneficial interests herein) for all purposes of United States federal, state, local and foreign income or franchise Taxes and any other Tax imposed on or measured by income, as Indebtedness of the Master Issuer
or, if the Master Issuer is treated as a division of another entity for federal income tax purposes, such other entity. 

  
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 The Indenture permits certain amendments to be made thereto without the consent of the
Control Party, the Controlling Class Representative or any holder of Series 2018-1 Class A-2-I Notes, provided that
certain conditions precedent are satisfied. The Indenture also permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Master Issuer and the rights of the holders of
Series 2018-1 Class A-2-I Notes under the Indenture at any time by the Master Issuer with the consent of the Control Party
(acting at the direction of the Controlling Class Representative) and without the consent of any holders of Series 2018-1
Class A-2-I Notes. The Indenture also contains provisions permitting the Control Party (acting at the direction of the Controlling Class Representative) to
waive compliance by the Master Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences without the consent of any holders of Series 2018-1 Class A-2-I Notes. Any such consent or waiver of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such holders of Series 2018-1 Class A-2-I Notes and upon all future holders of Series 2018-1 Class A-2-I Notes of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such
consent or waiver is made upon this Note. 
 Each purchaser or transferee of this Note (or any interest herein) shall be deemed to represent
and warrant that either (i) it is not a Plan (including, without limitation, any entity whose underlying assets include “plan assets” by reason of a Plan’s investment in the entity or otherwise), nor a governmental, church, non-U.S. or other plan which is subject to any federal, state, local or non-U.S. law that is similar to the provisions of Section 406 of ERISA or Section 4975 of the
Code or (ii) its acquisition, holding and disposition of the Series 2018-1 Notes (or any interest therein) will not constitute or result in a non-exempt prohibited
transaction under Section 406 of ERISA or Section 4975 of the Code (or, in the case of a governmental, church, non-U.S. or other plan, a non-exempt violation
under any similar law). 
 The term “Master Issuer” as used in this Note includes any successor and assign to the Master
Issuer under the Indenture. 
 The Series 2018-1 Class A-2-I Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations set forth therein. 

This Note and the Indenture shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York without
regard to conflicts of law principles and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws. 

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Master
Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency herein prescribed. 

[Remainder of page intentionally left blank] 

  
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 ASSIGNMENT 

Social Security or taxpayer I.D. or other identifying number of
assignee:                          

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto 
  

 
 (name and address of assignee) 

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints
                         , attorney, to transfer said Note on the books kept for registration thereof, with full power of
substitution in the premises. 
 Dated:
                          
  

			
	By:	 	                                      
                                      1 
	 	 
		 	Signature Guaranteed:
		
		 	                                      
                                      


  
  

	1 	 NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on
the face of the within Note, without alteration, enlargement or any change whatsoever. 



  
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 SCHEDULE OF EXCHANGES IN TEMPORARY REGULATION S 

GLOBAL SERIES 2018-1 CLASS
A-2-I NOTE 
 The initial principal balance of this
Temporary Regulation S Global Series 2018-1 Class A-2-I Note is
$[                ]. The following exchanges of an interest in this Temporary Regulation S Global Series 2018-1 Class A-2-I Note for an interest in a corresponding Rule 144A Global Series 2018-1 Class A-2-I Note or a Permanent Regulation S Global Series 2018-1 Class A-2-I
Note have been made: 
  

							
	 Date
	  	Amount of Increase (or
Decrease) in the Principal
Amount of this Temporary
Regulation S Global Note	  	Remaining Principal
Amount of this Temporary
Regulation S Global Note
following the Increase or
Decrease	  	Signature of Authorized
Officer of Trustee or
Registrar
	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  



  
 A-2-3-12 













 EXHIBIT A-2-4 

THE ISSUANCE AND SALE OF THIS TEMPORARY REGULATION S GLOBAL SERIES 2018-1 CLASS A-2-II NOTE (THIS “NOTE”) HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933
ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER RELEVANT JURISDICTION, AND PLANET FITNESS MASTER ISSUER LLC (THE “MASTER ISSUER”) HAS NOT BEEN REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS
AMENDED (THE “1940 ACT”). THIS NOTE OR ANY INTEREST HEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE MASTER ISSUER OR AN AFFILIATE THEREOF, (B) IN THE UNITED STATES, TO EITHER A PERSON WHO IS
NOT A COMPETITOR AND WHO IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE 1933 ACT (“RULE 144A”), ACTING FOR ITS OWN ACCOUNT OR ONE OR MORE ACCOUNTS WITH RESPECT TO WHICH SUCH PERSON EXERCISES SOLE
INVESTMENT DISCRETION OR (C) OUTSIDE THE UNITED STATES, TO A PERSON WHO IS NOT A COMPETITOR AND WHO IS NOT A “U.S. PERSON” AS DEFINED IN REGULATION S UNDER THE 1933 ACT (“REGULATION S”), ACTING FOR ITS OWN ACCOUNT OR
ONE OR MORE ACCOUNTS WITH RESPECT TO WHICH SUCH PERSON EXERCISES SOLE INVESTMENT DISCRETION, NONE OF WHICH ARE A U.S. PERSON, IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S, AND, IN EACH CASE, IN COMPLIANCE WITH THE CERTIFICATIONS AND OTHER
REQUIREMENTS SPECIFIED IN THE INDENTURE REFERRED TO HEREIN AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR THE UNITED STATES AND ANY OTHER RELEVANT JURISDICTION. 

BY ITS ACQUISITION OR ACCEPTANCE HEREOF, THE HOLDER (IF NOT THE MASTER ISSUER OR AN AFFILIATE OF THE MASTER ISSUER) REPRESENTS THAT IT IS NOT
A COMPETITOR AND (A) IT IS EITHER (X) A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A OR (Y) NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION, AS APPLICABLE, (B) IT IS ACTING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PERSON WHICH IS EITHER (X) A QUALIFIED INSTITUTIONAL BUYER OR (Y) NOT A U.S. PERSON, AND IN EACH CASE WITH RESPECT TO WHICH IT EXERCISES SOLE INVESTMENT DISCRETION, (C) IT AND EACH ACCOUNT FOR
WHICH IT IS PURCHASING WILL HOLD AND TRANSFER AT LEAST THE MINIMUM DENOMINATION OF NOTES, (D) IT UNDERSTANDS THAT THE MASTER ISSUER MAY RECEIVE A LIST OF PARTICIPANTS HOLDING POSITIONS IN ITS NOTES FROM ONE OR MORE BOOK-ENTRY DEPOSITORIES AND
(E) IT WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS TO ANY SUBSEQUENT TRANSFEREES. 
 EACH PERSON (IF NOT THE MASTER ISSUER OR AN
AFFILIATE OF THE MASTER ISSUER) TAKING DELIVERY OF THIS NOTE OR AN INTEREST IN THIS NOTE WILL BE DEEMED TO HAVE MADE THE APPLICABLE REPRESENTATIONS AND AGREEMENTS REFERRED TO IN THE INDENTURE. EACH PERSON TAKING DELIVERY OF THIS NOTE OR AN INTEREST
IN THIS NOTE IN THE FORM OF AN 

  
 A-2-4-1 













 
INTEREST IN A RULE 144A GLOBAL NOTE OR PERMANENT REGULATION S GLOBAL NOTE WILL BE REQUIRED TO DELIVER A TRANSFER CERTIFICATE IN THE FORM REQUIRED BY THE INDENTURE AND WILL BE REQUIRED TO MAKE THE
APPLICABLE REPRESENTATIONS AND AGREEMENTS REFERRED TO IN THE INDENTURE. 
 ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING WILL BE
OF NO FORCE AND EFFECT AND WILL BE VOID AB INITIO AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO ANY PERSON CAUSING SUCH VIOLATION, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE MASTER ISSUER, THE TRUSTEE OR ANY INTERMEDIARY. 

IF THIS NOTE WAS ACQUIRED IN THE UNITED STATES, AND THE HOLDER IS DETERMINED TO BE A COMPETITOR OR NOT TO HAVE BEEN A QUALIFIED INSTITUTIONAL
BUYER AT THE TIME OF ACQUISITION OF THIS NOTE, THE MASTER ISSUER HAS THE RIGHT TO REQUIRE SUCH HOLDER TO SELL THIS NOTE TO A PURCHASER WHO IS A QUALIFIED INSTITUTIONAL BUYER AND NOT A COMPETITOR. THE MASTER ISSUER ALSO HAS THE RIGHT TO REFUSE TO
HONOR A TRANSFER TO A PERSON WHO IS NOT A QUALIFIED INSTITUTIONAL BUYER OR WHO IS A COMPETITOR. 
 IF THIS NOTE WAS ACQUIRED OUTSIDE THE
UNITED STATES, AND THE HOLDER IS DETERMINED TO HAVE BEEN A “U.S. PERSON” AT THE TIME OF ACQUISITION OF THIS NOTE, THE MASTER ISSUER HAS THE RIGHT TO REQUIRE SUCH HOLDER TO SELL THIS NOTE TO A PURCHASER WHO IS NOT A “U.S. PERSON”
AND WHO IS NOT A COMPETITOR. THE MASTER ISSUER ALSO HAS THE RIGHT TO REFUSE TO HONOR A TRANSFER TO A PERSON WHO IS A “U.S. PERSON” OR WHO IS A COMPETITOR. 

BY ACCEPTING THIS NOTE, EACH PURCHASER COVENANTS THAT IT WILL NOT AT ANY TIME PRIOR TO THE DATE WHICH IS ONE (1) YEAR AND ONE
(1) DAY AFTER THE PAYMENT IN FULL OF THE LATEST MATURING NOTE, INSTITUTE AGAINST, OR JOIN WITH ANY OTHER PERSON IN INSTITUTING AGAINST, ANY SECURITIZATION ENTITY ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION
PROCEEDINGS, OR OTHER PROCEEDINGS, UNDER ANY FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW. 
 UNTIL FORTY (40) DAYS AFTER THE ORIGINAL
ISSUE DATE OF THE NOTES (THE “RESTRICTED PERIOD”) IN CONNECTION WITH THE OFFERING OF THE NOTES IN THE UNITED STATES FROM OUTSIDE OF THE UNITED STATES, THE SALE, PLEDGE OR TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN CONDITIONS AND
RESTRICTIONS. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE ACQUIRING THIS NOTE, ACKNOWLEDGES THAT SUCH HOLDER IS EITHER NOT A “U.S. PERSON” OR THE MASTER ISSUER OR AN AFFILIATE OF THE MASTER ISSUER, AND THAT THIS NOTE HAS NOT BEEN
REGISTERED UNDER THE 1933 ACT AND AGREES FOR THE BENEFIT OF THE MASTER ISSUER THAT THIS NOTE MAY BE TRANSFERRED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY TO THE 

  
 A-2-4-2 













 
MASTER ISSUER OR AN AFFILIATE OF THE MASTER ISSUER AND IN COMPLIANCE WITH THE 1933 ACT AND OTHER APPLICABLE LAWS OF THE STATES, TERRITORIES AND POSSESSIONS OF THE UNITED STATES GOVERNING THE
OFFER AND SALE OF SECURITIES, AND PRIOR TO THE EXPIRATION OF THE RESTRICTED PERIOD, ONLY (I) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE 1933 ACT OR (II) PURSUANT TO AND IN ACCORDANCE WITH RULE 144A UNDER THE 1933
ACT. 
 THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, 55 WATER STREET, NEW YORK, NEW YORK 10004, OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS NOTE IN
WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE MASTER
ISSUER OR THE NOTE REGISTRAR, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER, CEDE & CO., HAS AN INTEREST HEREIN. 

  
 A-2-4-3 













 THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. ANY PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE. 

FORM OF TEMPORARY REGULATION S GLOBAL SERIES 2018-1 CLASS A-2-II NOTE 
  

			
	No. S- [        ]	  	up to $[                ]

 SEE REVERSE FOR CERTAIN CONDITIONS 

CUSIP Number: [                ] 

ISIN Number: [                ] 

Common Code: [                ] 

PLANET FITNESS MASTER ISSUER LLC 

SERIES 2018-1 4.666% FIXED RATE SENIOR SECURED NOTES, CLASS A-2-II 
 PLANET FITNESS MASTER ISSUER LLC, a limited liability company formed under the laws of
the State of Delaware (herein referred to as the “Master Issuer”), for value received, hereby promises to pay to CEDE & CO. or registered assigns, up to the principal sum of
[                ] DOLLARS ($[                ]) as provided below and in the Indenture
referred to herein. Payments of principal shall be payable in the amounts and at the times set forth in the Indenture described herein; provided, however, that the entire unpaid principal amount of this Note shall be due on the
Quarterly Payment Date occurring in September 2048 (the “Series 2018-1 Class A-2 Legal Final Maturity Date”). The Master Issuer will
pay interest on this Temporary Regulation S Global Series 2018-1 Class A-2-II Note (this “Note”) at the
Series 2018-1 Class A-2-II Note Rate for each Interest Accrual Period in accordance with the terms of the Indenture. Such
interest will be payable in arrears on each Quarterly Payment Date, which will be on the 5th day (or, if such date is not a Business Day, the next succeeding Business Day) of each March, June,
September and December, commencing December 5, 2018 (each, a “Quarterly Payment Date”). Such interest will accrue for each Quarterly Payment Date with respect to (i) initially, the period from and including the Closing
Date to but excluding December 5, 2018 and (ii) thereafter, the period from and including the 5th day of the calendar month in which the immediately preceding Quarterly Payment Date
occurred to but excluding the 5th day of the calendar month that includes the then-current Quarterly Payment Date (each, an “Interest Accrual Period”). Interest with respect to
the Notes (and interest on any defaulted payments of interest or principal) will be computed on the basis of a 360-day year consisting of twelve 30-day months. In
addition, under the circumstances set forth in the Indenture, the Master Issuer shall also pay Series 2018-1 Class A-2 Quarterly
Post-ARD Contingent Interest on this Note at the rate set forth in the Indenture, and such contingent interest shall be computed and shall be payable in the amounts and at the times set forth in the Indenture.


  
 A-2-4-4 













 The principal of and interest on this Note are payable in such coin or currency of the
United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Master Issuer with respect to this Note shall be applied as provided in the Indenture. 

This Note is subject to mandatory and optional prepayment as set forth in the Indenture. 

Interests in this Note are exchangeable or transferable in whole or in part for interests in a Rule 144A Global Note or a Permanent Regulation
S Global Note; provided that such transfer or exchange complies with the applicable provisions of the Indenture relating to the transfer of the Notes. Interests in this Note in certain circumstances may also be exchangeable or transferable in
whole but not in part for duly executed and issued registered Definitive Notes; provided that such transfer or exchange complies with Section 2.8 of the Base Indenture and Section 4.2(c) of the Series
2018-1 Supplement. 
 Reference is made to the further provisions of this Note set forth on the
reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Although a summary of certain provisions of the Indenture is set forth below and on the reverse hereof and made a part hereof, this Note does not
purport to summarize the Indenture and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Master Issuer
and the Trustee. A copy of the Indenture may be requested from the Trustee by writing to the Trustee at: Citibank, N.A., 388 Greenwich Street, New York, NY 10013, Attention: Citibank Agency & Trust – Planet Fitness Master Issuer LLC.
To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Indenture. 
 Subject to the
next following paragraph, the Master Issuer hereby certifies and declares that all acts, conditions and things required to be done and performed and to have happened prior to the creation of this Note and to constitute it as the valid obligation of
the Master Issuer enforceable in accordance with its terms, have been done and performed and have happened in due compliance with all applicable laws and in accordance with the terms of the Indenture. 

Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall
not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose. 

[Remainder of page intentionally left blank] 

  
 A-2-4-5 













 IN WITNESS WHEREOF, the Master Issuer has caused this instrument to be signed by its
Authorized Officer. 
 Date:
                          
  

			
	PLANET FITNESS MASTER ISSUER
    LLC, as Master Issuer
		
	By:	 	  

		 	Name:
		 	Title:



  
 A-2-4-6 













 CERTIFICATE OF AUTHENTICATION 

This is one of the Series 2018-1
Class A-2-II Notes issued under the within-mentioned Indenture. 
  

			
	CITIBANK, N.A., as Trustee
		
	By:	 	  

		 	Authorized Signatory


  
  

  
 A-2-4-7 













 [REVERSE OF NOTE] 

This Note is one of a duly authorized issue of Series 2018-1 Class A-2-II Notes of the Master Issuer designated as its Series 2018-1 4.666% Fixed Rate Senior Secured Notes, Class A-2-II (herein called the “Series 2018-1
Class A-2-II Notes”), all issued under (i) the Base Indenture, dated as of August 1, 2018 (such Base Indenture, as amended,
supplemented or modified, is herein called the “Base Indenture”), between the Master Issuer and Citibank, N.A., as trustee (the “Trustee”, which term includes any successor Trustee under the Base Indenture) and as
securities intermediary, and (ii) the Series 2018-1 Supplement to the Base Indenture, dated as of August 1, 2018 (the “Series 2018-1
Supplement”), among the Master Issuer, the Trustee and Citibank, N.A., as series 2018-1 securities intermediary. The Base Indenture and the Series 2018-1
Supplement are referred to herein collectively as the “Indenture”. The Series 2018-1 Class A-2-II Notes are
subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented, modified or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented, modified or
amended. 
 The Series 2018-1
Class A-2-II Notes are and will be secured by the Collateral pledged as security therefor as provided in the Indenture. 

The Notes will be issued in minimum denominations of $50,000 and integral multiples of $1,000 in excess thereof. 

As provided for in the Indenture, the Series 2018-1 Class A-2-II Notes may be prepaid, in whole or in part, at the option of the Master Issuer. In addition, the Series 2018-1 Class A-2-II Notes are subject to mandatory prepayment as provided for in the Indenture. In certain circumstances, the Master Issuer will be obligated to pay the Series
2018-1 Class A-2 Make-Whole Prepayment Premium in connection with a mandatory or optional prepayment of the Series 2018-1 Class A-2-II Notes as described in the Indenture. As described above, the entire unpaid principal amount of this Note shall be due and payable on the Series 2018-1 Class A-2 Legal Final Maturity Date. All payments of principal of the Series 2018-1 Class A-2-II Notes will be made pro rata to the holders of Series 2018-1
Class A-2-II Notes entitled thereto. 
 Principal of
and interest on this Note, which are payable on a Quarterly Payment Date or on any date on which payments are permitted to be made as provided for in the Indenture, shall be paid to the Person in whose name this Note (or one or more predecessor
Notes) is registered at the close of business on the applicable Record Date or Prepayment Record Date, as the case may be. 
 Interest and
contingent interest, if any, will each accrue on the Series 2018-1 Class A-2-II Notes at the rates set forth in the
Indenture. The interest and contingent interest, if any, will be computed on the basis set forth in the Indenture. The amount of interest payable on the Series 2018-1 Class A-2-II Notes on each Quarterly Payment Date will be calculated as set forth in the Indenture. 

Payments of principal and interest on this Note are subordinated to the payment of certain other amounts in accordance with the Priority of
Payments and certain other provisions of the Indenture. 

  
 A-2-4-8 













 If an Event of Default shall occur and be continuing, this Note may become or be declared
due and payable in the manner and with the effect provided in the Indenture. 
 Amounts payable in respect of this Note shall be made by
wire transfer of immediately available funds to the account designated by DTC or its nominee. 
 As provided in the Indenture and subject to
certain limitations set forth therein, the transfer of this Note shall be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Master Issuer pursuant to the Indenture,
duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee, the Master Issuer and the Registrar duly executed by, the holder of Series 2018-1 Class A-2-II Notes hereof or its attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the
requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the
Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and accompanied by such other documents as the Trustee and the Registrar may require and as may be required by the
Series 2018-1 Supplement, and thereupon one or more new Series 2018-1 Class A-2-II
Notes of authorized denominations in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may
be required to pay a sum sufficient to cover any Tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. 

Each holder of Series 2018-1
Class A-2-II Notes, by acceptance of a Series 2018-1
Class A-2-II Note, covenants and agrees that by accepting the benefits of the Indenture that prior to the date that is one (1) year and one (1) day after
the payment in full of the latest maturing note issued under the Indenture, such holder of Series 2018-1 Class A-2-II Notes
will not institute against, or join with any other Person in instituting against, any Securitization Entity any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state
bankruptcy or similar law; provided, however, that nothing herein shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Securitization Entities pursuant to the Indenture or any other Related
Document. 
 It is the intent of the Master Issuer that the Series 2018-1 Class A-2-II Notes will qualify under applicable tax law as Indebtedness of the Master Issuer or, if the Master Issuer is treated as a division of another entity for
federal income tax purposes, such other entity. Each holder of Series 2018-1 Class A-2-II Notes, by the acceptance of this
Note, agrees to treat this Note (or beneficial interests herein) for all purposes of United States federal, state, local and foreign income or franchise Taxes and any other Tax imposed on or measured by income, as Indebtedness of the Master Issuer
or, if the Master Issuer is treated as a division of another entity for federal income tax purposes, such other entity. 

  
 A-2-4-9 













 The Indenture permits certain amendments to be made thereto without the consent of the
Control Party, the Controlling Class Representative or any holder of Series 2018-1 Class A-2-II Notes, provided that
certain conditions precedent are satisfied. The Indenture also permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Master Issuer and the rights of the holders of
Series 2018-1 Class A-2-II Notes under the Indenture at any time by the Master Issuer with the consent of the Control Party
(acting at the direction of the Controlling Class Representative) and without the consent of any holders of Series 2018-1
Class A-2-II Notes. The Indenture also contains provisions permitting the Control Party (acting at the direction of the Controlling Class Representative) to
waive compliance by the Master Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences without the consent of any holders of Series 2018-1 Class A-2-II Notes. Any such consent or waiver of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such holders of Series 2018-1 Class A-2-II Notes and upon all future holders of Series 2018-1 Class A-2-II Notes of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such
consent or waiver is made upon this Note. 
 Each purchaser or transferee of this Note (or any interest herein) shall be deemed to represent
and warrant that either (i) it is not a Plan (including, without limitation, any entity whose underlying assets include “plan assets” by reason of a Plan’s investment in the entity or otherwise), nor a governmental, church, non-U.S. or other plan which is subject to any federal, state, local or non-U.S. law that is similar to the provisions of Section 406 of ERISA or Section 4975 of the
Code or (ii) its acquisition, holding and disposition of the Series 2018-1 Notes (or any interest therein) will not constitute or result in a non-exempt prohibited
transaction under Section 406 of ERISA or Section 4975 of the Code (or, in the case of a governmental, church, non-U.S. or other plan, a non-exempt violation
under any similar law). 
 The term “Master Issuer” as used in this Note includes any successor and assign to the Master
Issuer under the Indenture. 
 The Series 2018-1 Class A-2-II Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations set forth therein. 

This Note and the Indenture shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York without
regard to conflicts of law principles and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws. 

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Master
Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency herein prescribed. 

[Remainder of page intentionally left blank] 

  
 A-2-4-10 













 ASSIGNMENT 

Social Security or taxpayer I.D. or other identifying number of
assignee:                                 

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto 
  

 
 (name and address of assignee) 

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints
                            , attorney, to transfer said Note on the books kept for registration thereof,
with full power of substitution in the premises. 

Dated:                         
     
  

					
	By:	 	  
	 	 l
 
		 	Signature Guaranteed:	 	
		 	  
	 	


  

	1 	 NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on
the face of the within Note, without alteration, enlargement or any change whatsoever. 



  
 A-2-4-11 













 SCHEDULE OF EXCHANGES IN TEMPORARY REGULATION S 

GLOBAL SERIES 2018-1 CLASS
A-2-II NOTE 
 The initial principal balance of this
Temporary Regulation S Global Series 2018-1 Class A-2-II Note is
$[                        ]. The following exchanges of an interest in this Temporary Regulation S Global Series 2018-1 Class A-2-II Note for an interest in a corresponding Rule 144A Global Series 2018-1
Class A-2-II Note or a Permanent Regulation S Global Series 2018-1 Class A-2-II Note have been made: 
  

							
	 Date
	 	 Amount of Increase (or

Decrease) in the Principal
 Amount
of this Temporary
Regulation S Global Note
	 	 Remaining Principal

Amount of this Temporary Regulation S
Global Note

following the Increase or

Decrease
	 	 Signature of Authorized

Officer of Trustee or

Registrar

	  
	 		 		 	
		 	  
	 	  
	 	  

	  
	 		 		 	
		 	  
	 	  
	 	  

		 		 		 	
	  
	 	  
	 	  
	 	  

		 		 		 	
	  
	 	  
	 	  
	 	  

		 		 		 	
	  
	 	  
	 	  
	 	  

		 		 		 	
	  
	 	  
	 	  
	 	  

		 		 		 	
	  
	 	  
	 	  
	 	  

		 		 		 	
	  
	 	  
	 	  
	 	  

		 		 		 	
	  
	 	  
	 	  
	 	  

	  
	 		 		 	
		 	  
	 	  
	 	  

		 		 		 	
	  
	 	  
	 	  
	 	  



  
 A-2-4-12 













 EXHIBIT A-2-5 

THE ISSUANCE AND SALE OF THIS PERMANENT REGULATION S GLOBAL SERIES 2018-1 CLASS A-2-I NOTE (THIS “NOTE”) HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933
ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER RELEVANT JURISDICTION, AND PLANET FITNESS MASTER ISSUER LLC (THE “MASTER ISSUER”) HAS NOT BEEN REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS
AMENDED (THE “1940 ACT”). THIS NOTE OR ANY INTEREST HEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE MASTER ISSUER OR AN AFFILIATE THEREOF, (B) IN THE UNITED STATES, TO EITHER A PERSON WHO IS
NOT A COMPETITOR AND WHO IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE 1933 ACT (“RULE 144A”), ACTING FOR ITS OWN ACCOUNT OR ONE OR MORE ACCOUNTS WITH RESPECT TO WHICH SUCH PERSON EXERCISES SOLE
INVESTMENT DISCRETION OR (C) OUTSIDE THE UNITED STATES, TO A PERSON WHO IS NOT A COMPETITOR AND WHO IS NOT A “U.S. PERSON” AS DEFINED IN REGULATION S UNDER THE 1933 ACT (“REGULATION S”), ACTING FOR ITS OWN ACCOUNT OR
ONE OR MORE ACCOUNTS WITH RESPECT TO WHICH SUCH PERSON EXERCISES SOLE INVESTMENT DISCRETION, NONE OF WHICH ARE A U.S. PERSON, IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S, AND, IN EACH CASE, IN COMPLIANCE WITH THE CERTIFICATIONS AND OTHER
REQUIREMENTS SPECIFIED IN THE INDENTURE REFERRED TO HEREIN AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR THE UNITED STATES AND ANY OTHER RELEVANT JURISDICTION. 

BY ITS ACQUISITION OR ACCEPTANCE HEREOF, THE HOLDER (IF NOT THE MASTER ISSUER OR AN AFFILIATE OF THE MASTER ISSUER) REPRESENTS THAT IT IS NOT
A COMPETITOR AND (A) IT IS EITHER (X) A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A OR (Y) NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION, AS APPLICABLE, (B) IT IS ACTING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PERSON WHICH IS EITHER (X) A QUALIFIED INSTITUTIONAL BUYER OR (Y) NOT A U.S. PERSON, AND IN EACH CASE WITH RESPECT TO WHICH IT EXERCISES SOLE INVESTMENT DISCRETION, (C) IT AND EACH ACCOUNT FOR
WHICH IT IS PURCHASING WILL HOLD AND TRANSFER AT LEAST THE MINIMUM DENOMINATION OF NOTES, (D) IT UNDERSTANDS THAT THE MASTER ISSUER MAY RECEIVE A LIST OF PARTICIPANTS HOLDING POSITIONS IN ITS NOTES FROM ONE OR MORE BOOK-ENTRY DEPOSITORIES AND
(E) IT WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS TO ANY SUBSEQUENT TRANSFEREES. 
 EACH PERSON (IF NOT THE MASTER ISSUER OR AN
AFFILIATE OF THE MASTER ISSUER) TAKING DELIVERY OF THIS NOTE OR AN INTEREST IN THIS NOTE WILL BE DEEMED TO HAVE MADE THE APPLICABLE REPRESENTATIONS AND AGREEMENTS REFERRED TO IN THE INDENTURE. EACH PERSON TAKING DELIVERY OF THIS NOTE OR AN INTEREST
IN THIS NOTE IN THE FORM OF AN 

  
 A-2-5-1 













 
INTEREST IN A RULE 144A GLOBAL NOTE WILL BE REQUIRED TO DELIVER A TRANSFER CERTIFICATE IN THE FORM REQUIRED BY THE INDENTURE AND WILL BE REQUIRED TO MAKE THE APPLICABLE REPRESENTATIONS AND
AGREEMENTS REFERRED TO IN THE INDENTURE. 
 ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT AND WILL
BE VOID AB INITIO AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO ANY PERSON CAUSING SUCH VIOLATION, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE MASTER ISSUER, THE TRUSTEE OR ANY INTERMEDIARY. 

IF THIS NOTE WAS ACQUIRED IN THE UNITED STATES, AND THE HOLDER IS DETERMINED TO BE A COMPETITOR OR NOT TO HAVE BEEN A QUALIFIED INSTITUTIONAL
BUYER AT THE TIME OF ACQUISITION OF THIS NOTE, THE MASTER ISSUER HAS THE RIGHT TO REQUIRE SUCH HOLDER TO SELL THIS NOTE TO A PURCHASER WHO IS A QUALIFIED INSTITUTIONAL BUYER AND NOT A COMPETITOR. THE MASTER ISSUER ALSO HAS THE RIGHT TO REFUSE TO
HONOR A TRANSFER TO A PERSON WHO IS NOT A QUALIFIED INSTITUTIONAL BUYER OR WHO IS A COMPETITOR. 
 IF THIS NOTE WAS ACQUIRED OUTSIDE THE
UNITED STATES, AND THE HOLDER IS DETERMINED TO HAVE BEEN A “U.S. PERSON” AT THE TIME OF ACQUISITION OF THIS NOTE, THE MASTER ISSUER HAS THE RIGHT TO REQUIRE SUCH HOLDER TO SELL THIS NOTE TO A PURCHASER WHO IS NOT A “U.S. PERSON”
AND WHO IS NOT A COMPETITOR. THE MASTER ISSUER ALSO HAS THE RIGHT TO REFUSE TO HONOR A TRANSFER TO A PERSON WHO IS A “U.S. PERSON” OR WHO IS A COMPETITOR. 

BY ACCEPTING THIS NOTE, EACH PURCHASER COVENANTS THAT IT WILL NOT AT ANY TIME PRIOR TO THE DATE WHICH IS ONE (1) YEAR AND ONE
(1) DAY AFTER THE PAYMENT IN FULL OF THE LATEST MATURING NOTE, INSTITUTE AGAINST, OR JOIN WITH ANY OTHER PERSON IN INSTITUTING AGAINST, ANY SECURITIZATION ENTITY ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION
PROCEEDINGS, OR OTHER PROCEEDINGS, UNDER ANY FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW. 
 THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF
THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, 55 WATER STREET, NEW YORK, NEW YORK 10004, OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN
WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS
THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE MASTER ISSUER OR THE NOTE REGISTRAR, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER 

  
 A-2-5-2 













 
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER, CEDE & CO., HAS AN INTEREST HEREIN. 

  
 A-2-5-3 













 THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. ANY PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE. 

FORM OF PERMANENT REGULATION S GLOBAL SERIES 2018-1 CLASS A-2-I NOTE 
  

			
	No. U- [__]	  	up to $[____________]

 SEE REVERSE FOR CERTAIN CONDITIONS 

CUSIP Number:
[                        ] 

ISIN Number:
[                        ] 

Common Code:
[                        ] 

PLANET FITNESS MASTER ISSUER LLC 

SERIES 2018-1 4.262% FIXED RATE SENIOR SECURED NOTES, CLASS A-2-I 
 PLANET FITNESS MASTER ISSUER LLC, a limited liability company formed under the laws of the
State of Delaware (herein referred to as the “Master Issuer”), for value received, hereby promises to pay to CEDE & CO. or registered assigns, up to the principal sum of
[                        ] DOLLARS
($[                        ]) as provided below and in the Indenture referred to herein. Payments of principal shall be payable
in the amounts and at the times set forth in the Indenture described herein; provided, however, that the entire unpaid principal amount of this Note shall be due on the Quarterly Payment Date occurring in September 2048 (the
“Series 2018-1 Class A-2 Legal Final Maturity Date”). The Master Issuer will pay interest on this Permanent Regulation S Global
Series 2018-1 Class A-2-I Note (this “Note”) at the Series 2018-1 Class A-2-I Note Rate for each Interest Accrual Period in accordance with the terms of the Indenture. Such interest will be payable in arrears on each Quarterly Payment
Date, which will be on the 5th day (or, if such date is not a Business Day, the next succeeding Business Day) of each March, June, September and December, commencing on December 5, 2018
(each, a “Quarterly Payment Date”). Such interest will accrue for each Quarterly Payment Date with respect to (i) initially, the period from and including the Closing Date to but excluding December 5, 2018 and
(ii) thereafter, the period from and including the 5th day of the calendar month in which the immediately preceding Quarterly Payment Date occurred to but excluding the 5th day of the calendar month that includes the then-current Quarterly Payment Date (each, an “Interest Accrual Period”). Interest with respect to the Notes (and interest on any
defaulted payments of interest or principal) will be computed on the basis of a 360-day year consisting of twelve 30-day months. In addition, under the circumstances set
forth in the Indenture, the Master Issuer shall also pay Series 2018-1 Class A-2 Quarterly Post-ARD Contingent Interest on
this Note at the rate set forth in the Indenture, and such contingent interest shall be computed and shall be payable in the amounts and at the times set forth in the Indenture. 

  
 A-2-5-4 













 The principal of and interest on this Note are payable in such coin or currency of the
United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Master Issuer with respect to this Note shall be applied as provided in the Indenture. 

This Note is subject to mandatory and optional prepayment as set forth in the Indenture. 

Interests in this Note are exchangeable or transferable in whole or in part for interests in a Rule 144A Global Note; provided that
such transfer or exchange complies with the applicable provisions of the Indenture relating to the transfer of the Notes. Interests in this Note in certain circumstances may also be exchangeable or transferable in whole but not in part for duly
executed and issued registered Definitive Notes; provided that such transfer or exchange complies with Section 2.8 of the Base Indenture and Section 4.2(c) of the Series 2018-1 Supplement.

 Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though
fully set forth on the face of this Note. Although a summary of certain provisions of the Indenture is set forth below and on the reverse hereof and made a part hereof, this Note does not purport to summarize the Indenture and reference is made to
the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Master Issuer and the Trustee. A copy of the Indenture may be requested
from the Trustee by writing to the Trustee at: Citibank, N.A., 388 Greenwich Street, New York, NY 10013, Attention: Citibank Agency & Trust – Planet Fitness Master Issuer LLC. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to them in the Indenture. 
 Subject to the next following paragraph, the Master Issuer hereby
certifies and declares that all acts, conditions and things required to be done and performed and to have happened prior to the creation of this Note and to constitute it as the valid obligation of the Master Issuer enforceable in accordance with
its terms, have been done and performed and have happened in due compliance with all applicable laws and in accordance with the terms of the Indenture. 

Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall
not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose. 

[Remainder of page intentionally left blank] 

  
 A-2-5-5 













 IN WITNESS WHEREOF, the Master Issuer has caused this instrument to be signed by its
Authorized Officer. 
 Date:
                         
  

			
	PLANET FITNESS MASTER ISSUER LLC, as Master Issuer
		
	By:	 	  

		 	Name:
		 	Title:



  
 A-2-5-6 













 CERTIFICATE OF AUTHENTICATION 

This is one of the Series 2018-1
Class A-2-I Notes issued under the within-mentioned Indenture. 
  

			
	CITIBANK, N.A., as Trustee
		
	By:	 	  

		 	Authorized Signatory



  
 A-2-5-7 













 [REVERSE OF NOTE] 

This Note is one of a duly authorized issue of Series 2018-1 Class A-2-I Notes of the Master Issuer designated as its Series 2018-1 4.262% Fixed Rate Senior Secured Notes, Class A-2-I (herein called the “Series 2018-1
Class A-2-I Notes”), all issued under (i) the Base Indenture, dated as of August 1, 2018 (such Base Indenture, as amended,
supplemented or modified, is herein called the “Base Indenture”), between the Master Issuer and Citibank, N.A., as trustee (the “Trustee”, which term includes any successor Trustee under the Base Indenture) and as
securities intermediary, and (ii) the Series 2018-1 Supplement to the Base Indenture, dated as of August 1, 2018 (the “Series 2018-1
Supplement”), among the Master Issuer, the Trustee and Citibank, N.A., as series 2018-1 securities intermediary. The Base Indenture and the Series 2018-1
Supplement are referred to herein collectively as the “Indenture”. The Series 2018-1 Class A-2-I Notes are
subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented, modified or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented, modified or
amended. 
 The Series 2018-1
Class A-2-I Notes are and will be secured by the Collateral pledged as security therefor as provided in the Indenture. 

The Notes will be issued in minimum denominations of $50,000 and integral multiples of $1,000 in excess thereof. 

As provided for in the Indenture, the Series 2018-1 Class A-2-I Notes may be prepaid, in whole or in part, at the option of the Master Issuer. In addition, the Series 2018-1 Class A-2-I Notes are subject to mandatory prepayment as provided for in the Indenture. In certain circumstances, the Master Issuer will be obligated to pay the Series
2018-1 Class A-2 Make-Whole Prepayment Premium in connection with a mandatory or optional prepayment of the Series 2018-1 Class A-2-I Notes as described in the Indenture. As described above, the entire unpaid principal amount of this Note shall be due and payable on the Series 2018-1 Class A-2 Legal Final Maturity Date. All payments of principal of the Series 2018-1 Class A-2-I Notes will be made pro rata to the holders of Series 2018-1
Class A-2-I Notes entitled thereto. 
 Principal of and
interest on this Note, which are payable on a Quarterly Payment Date or on any date on which payments are permitted to be made as provided for in the Indenture, shall be paid to the Person in whose name this Note (or one or more predecessor Notes)
is registered at the close of business on the applicable Record Date or Prepayment Record Date, as the case may be. 
 Interest and
contingent interest, if any, will each accrue on the Series 2018-1 Class A-2-I Notes at the rates set forth in the
Indenture. The interest and contingent interest, if any, will be computed on the basis set forth in the Indenture. The amount of interest payable on the Series 2018-1 Class A-2-I Notes on each Quarterly Payment Date will be calculated as set forth in the Indenture. 

Payments of principal and interest on this Note are subordinated to the payment of certain other amounts in accordance with the Priority of
Payments and certain other provisions of the Indenture. 

  
 A-2-5-8 













 If an Event of Default shall occur and be continuing, this Note may become or be declared
due and payable in the manner and with the effect provided in the Indenture. 
 Amounts payable in respect of this Note shall be made by
wire transfer of immediately available funds to the account designated by DTC or its nominee. 
 As provided in the Indenture and subject to
certain limitations set forth therein, the transfer of this Note shall be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Master Issuer pursuant to the Indenture,
duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee, the Master Issuer and the Registrar duly executed by, the holder of Series 2018-1 Class A-2-I Notes hereof or its attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the
requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the
Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and accompanied by such other documents as the Trustee and the Registrar may require and as may be required by the
Series 2018-1 Supplement, and thereupon one or more new Series 2018-1 Class A-2-I
Notes of authorized denominations in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may
be required to pay a sum sufficient to cover any Tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. 

Each holder of Series 2018-1
Class A-2-I Notes, by acceptance of a Series 2018-1
Class A-2-I Note, covenants and agrees that by accepting the benefits of the Indenture that prior to the date that is one (1) year and one (1) day after
the payment in full of the latest maturing note issued under the Indenture, such holder of Series 2018-1 Class A-2-I Notes
will not institute against, or join with any other Person in instituting against, any Securitization Entity any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state
bankruptcy or similar law; provided, however, that nothing herein shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Securitization Entities pursuant to the Indenture or any other Related
Document. 
 It is the intent of the Master Issuer that the Series 2018-1 Class A-2-I Notes will qualify under applicable tax law as Indebtedness of the Master Issuer or, if the Master Issuer is treated as a division of another entity for
federal income tax purposes, such other entity. Each holder of Series 2018-1 Class A-2-I Notes, by the acceptance of this
Note, agrees to treat this Note (or beneficial interests herein) for all purposes of United States federal, state, local and foreign income or franchise Taxes and any other Tax imposed on or measured by income, as Indebtedness of the Master Issuer
or, if the Master Issuer is treated as a division of another entity for federal income tax purposes, such other entity. 

  
 A-2-5-9 













 The Indenture permits certain amendments to be made thereto without the consent of the
Control Party, the Controlling Class Representative or any holder of Series 2018-1 Class A-2-I Notes, provided that
certain conditions precedent are satisfied. The Indenture also permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Master Issuer and the rights of the holders of
Series 2018-1 Class A-2-I Notes under the Indenture at any time by the Master Issuer with the consent of the Control Party
(acting at the direction of the Controlling Class Representative) and without the consent of any holders of Series 2018-1
Class A-2-I Notes. The Indenture also contains provisions permitting the Control Party (acting at the direction of the Controlling Class Representative) to
waive compliance by the Master Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences without the consent of any holders of Series 2018-1 Class A-2-I Notes. Any such consent or waiver of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such holders of Series 2018-1 Class A-2-I Notes and upon all future holders of Series 2018-1 Class A-2-I Notes of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such
consent or waiver is made upon this Note. 
 Each purchaser or transferee of this Note (or any interest herein) shall be deemed to represent
and warrant that either (i) it is not a Plan (including, without limitation, any entity whose underlying assets include “plan assets” by reason of a Plan’s investment in the entity or otherwise), nor a governmental, church, non-U.S. or other plan which is subject to any federal, state, local or non-U.S. law that is similar to the provisions of Section 406 of ERISA or Section 4975 of the
Code or (ii) its acquisition, holding and disposition of the Series 2018-1 Notes (or any interest therein) will not constitute or result in a non-exempt prohibited
transaction under Section 406 of ERISA or Section 4975 of the Code (or, in the case of a governmental, church, non-U.S. or other plan, a non-exempt violation
under any similar law). 
 The term “Master Issuer” as used in this Note includes any successor and assign to the Master
Issuer under the Indenture. 
 The Series 2018-1 Class A-2-I Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations set forth therein. 

This Note and the Indenture shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York without
regard to conflicts of law principles and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws. 

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Master
Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency herein prescribed. 

[Remainder of page intentionally left blank] 

  
 A-2-5-10 













 ASSIGNMENT 

Social Security or taxpayer I.D. or other identifying number of
assignee:                             

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto 
  

 
 (name and address of assignee) 

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints
                            , attorney, to transfer said Note on the books kept for registration thereof,
with full power of substitution in the premises. 

Dated:                         

  

					
	By:	 	  
	 	1 
		 	Signature Guaranteed:	 	
			
		 	  
	 	


  
  

	1 	 NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on
the face of the within Note, without alteration, enlargement or any change whatsoever. 



  
 A-2-5-11 













 SCHEDULE OF EXCHANGES IN PERMANENT REGULATION S 

GLOBAL SERIES 2018-1 CLASS
A-2-I NOTE 
 The initial principal balance of this
Permanent Regulation S Global Series 2018-1 Class A-2-I Note is
$[                        ]. The following exchanges of an interest in this Permanent Regulation S Global Series 2018-1 Class A-2-I Note for an interest in a corresponding Rule 144A Global Series 2018-1 Class A-2-I Note have been made: 
  

							
	 Date
	  	 Amount of Increase (or Decrease) in
the Principal Amount of
this
Permanent Regulation S Global Note
	  	 Remaining Principal Amount of this
Permanent Regulation S
Global Note
following the Increase or Decrease
	  	 Signature of Authorized Officer of
Trustee or
Registrar

		  		  		  	
	  
	  	  
	  	  
	  	  

		  		  		  	
	  
	  	  
	  	  
	  	  

		  		  		  	
	  
	  	  
	  	  
	  	  

		  		  		  	
	  
	  	  
	  	  
	  	  

		  		  		  	
	  
	  	  
	  	  
	  	  

		  		  		  	
	  
	  	  
	  	  
	  	  

		  		  		  	
	  
	  	  
	  	  
	  	  

		  		  		  	
	  
	  	  
	  	  
	  	  

		  		  		  	
	  
	  	  
	  	  
	  	  

		  		  		  	
	  
	  	  
	  	  
	  	  

		  		  		  	
	  
	  	  
	  	  
	  	  



  
 A-2-5-12 













 EXHIBIT A-2-6 

THE ISSUANCE AND SALE OF THIS PERMANENT REGULATION S GLOBAL SERIES 2018-1 CLASS A-2-II NOTE (THIS “NOTE”) HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933
ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER RELEVANT JURISDICTION, AND PLANET FITNESS MASTER ISSUER LLC (THE “MASTER ISSUER”) HAS NOT BEEN REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS
AMENDED (THE “1940 ACT”). THIS NOTE OR ANY INTEREST HEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE MASTER ISSUER OR AN AFFILIATE THEREOF, (B) IN THE UNITED STATES, TO EITHER A PERSON WHO IS
NOT A COMPETITOR AND WHO IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE 1933 ACT (“RULE 144A”), ACTING FOR ITS OWN ACCOUNT OR ONE OR MORE ACCOUNTS WITH RESPECT TO WHICH SUCH PERSON EXERCISES SOLE
INVESTMENT DISCRETION OR (C) OUTSIDE THE UNITED STATES, TO A PERSON WHO IS NOT A COMPETITOR AND WHO IS NOT A “U.S. PERSON” AS DEFINED IN REGULATION S UNDER THE 1933 ACT (“REGULATION S”), ACTING FOR ITS OWN ACCOUNT OR
ONE OR MORE ACCOUNTS WITH RESPECT TO WHICH SUCH PERSON EXERCISES SOLE INVESTMENT DISCRETION, NONE OF WHICH ARE A U.S. PERSON, IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S, AND, IN EACH CASE, IN COMPLIANCE WITH THE CERTIFICATIONS AND OTHER
REQUIREMENTS SPECIFIED IN THE INDENTURE REFERRED TO HEREIN AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR THE UNITED STATES AND ANY OTHER RELEVANT JURISDICTION. 

BY ITS ACQUISITION OR ACCEPTANCE HEREOF, THE HOLDER (IF NOT THE MASTER ISSUER OR AN AFFILIATE OF THE MASTER ISSUER) REPRESENTS THAT IT IS NOT
A COMPETITOR AND (A) IT IS EITHER (X) A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A OR (Y) NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION, AS APPLICABLE, (B) IT IS ACTING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PERSON WHICH IS EITHER (X) A QUALIFIED INSTITUTIONAL BUYER OR (Y) NOT A U.S. PERSON, AND IN EACH CASE WITH RESPECT TO WHICH IT EXERCISES SOLE INVESTMENT DISCRETION, (C) IT AND EACH ACCOUNT FOR
WHICH IT IS PURCHASING WILL HOLD AND TRANSFER AT LEAST THE MINIMUM DENOMINATION OF NOTES, (D) IT UNDERSTANDS THAT THE MASTER ISSUER MAY RECEIVE A LIST OF PARTICIPANTS HOLDING POSITIONS IN ITS NOTES FROM ONE OR MORE BOOK-ENTRY DEPOSITORIES AND
(E) IT WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS TO ANY SUBSEQUENT TRANSFEREES. 
 EACH PERSON (IF NOT THE MASTER ISSUER OR AN
AFFILIATE OF THE MASTER ISSUER) TAKING DELIVERY OF THIS NOTE OR AN INTEREST IN THIS NOTE WILL BE DEEMED TO HAVE MADE THE APPLICABLE REPRESENTATIONS AND AGREEMENTS REFERRED TO IN THE INDENTURE. EACH PERSON TAKING DELIVERY OF THIS NOTE OR AN INTEREST
IN THIS NOTE IN THE FORM OF AN INTEREST IN A RULE 144A GLOBAL NOTE WILL BE REQUIRED TO DELIVER A TRANSFER CERTIFICATE IN THE FORM REQUIRED BY THE INDENTURE AND WILL BE REQUIRED TO MAKE THE APPLICABLE REPRESENTATIONS AND AGREEMENTS REFERRED TO IN THE
INDENTURE. 

  
 A-2-6-1 













 ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT AND
WILL BE VOID AB INITIO AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO ANY PERSON CAUSING SUCH VIOLATION, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE MASTER ISSUER, THE TRUSTEE OR ANY INTERMEDIARY. 

IF THIS NOTE WAS ACQUIRED IN THE UNITED STATES, AND THE HOLDER IS DETERMINED TO BE A COMPETITOR OR NOT TO HAVE BEEN A QUALIFIED INSTITUTIONAL
BUYER AT THE TIME OF ACQUISITION OF THIS NOTE, THE MASTER ISSUER HAS THE RIGHT TO REQUIRE SUCH HOLDER TO SELL THIS NOTE TO A PURCHASER WHO IS A QUALIFIED INSTITUTIONAL BUYER AND NOT A COMPETITOR. THE MASTER ISSUER ALSO HAS THE RIGHT TO REFUSE TO
HONOR A TRANSFER TO A PERSON WHO IS NOT A QUALIFIED INSTITUTIONAL BUYER OR WHO IS A COMPETITOR. 
 IF THIS NOTE WAS ACQUIRED OUTSIDE THE
UNITED STATES, AND THE HOLDER IS DETERMINED TO HAVE BEEN A “U.S. PERSON” AT THE TIME OF ACQUISITION OF THIS NOTE, THE MASTER ISSUER HAS THE RIGHT TO REQUIRE SUCH HOLDER TO SELL THIS NOTE TO A PURCHASER WHO IS NOT A “U.S. PERSON”
AND WHO IS NOT A COMPETITOR. THE MASTER ISSUER ALSO HAS THE RIGHT TO REFUSE TO HONOR A TRANSFER TO A PERSON WHO IS A “U.S. PERSON” OR WHO IS A COMPETITOR. 

BY ACCEPTING THIS NOTE, EACH PURCHASER COVENANTS THAT IT WILL NOT AT ANY TIME PRIOR TO THE DATE WHICH IS ONE (1) YEAR AND ONE
(1) DAY AFTER THE PAYMENT IN FULL OF THE LATEST MATURING NOTE, INSTITUTE AGAINST, OR JOIN WITH ANY OTHER PERSON IN INSTITUTING AGAINST, ANY SECURITIZATION ENTITY ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION
PROCEEDINGS, OR OTHER PROCEEDINGS, UNDER ANY FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW. 
 THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF
THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, 55 WATER STREET, NEW YORK, NEW YORK 10004, OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN
WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS
THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE MASTER ISSUER OR THE NOTE REGISTRAR, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC, AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 

  
 A-2-6-2 













 
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER, CEDE &
CO., HAS AN INTEREST HEREIN. 

  
 A-2-6-3 













 THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. ANY PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE. 

FORM OF PERMANENT REGULATION S GLOBAL SERIES 2018-1 CLASS A-2-II NOTE 
  

			
	No. U- [        ]	  	up to $[                    ]

 SEE REVERSE FOR CERTAIN CONDITIONS 

CUSIP Number:
[                        ] 

ISIN Number:
[                        ] 

Common Code:
[                        ] 

PLANET FITNESS MASTER ISSUER LLC 

SERIES 2018-1 4.666% FIXED RATE SENIOR SECURED NOTES, CLASS A-2-II 
 PLANET FITNESS MASTER ISSUER LLC, a limited liability company formed under the laws of
the State of Delaware (herein referred to as the “Master Issuer”), for value received, hereby promises to pay to CEDE & CO. or registered assigns, up to the principal sum of
[                        ] DOLLARS
($[                        ]) as provided below and in the Indenture referred to herein. Payments of principal shall be payable
in the amounts and at the times set forth in the Indenture described herein; provided, however, that the entire unpaid principal amount of this Note shall be due on the Quarterly Payment Date occurring in September 2048 (the
“Series 2018-1 Class A-2 Legal Final Maturity Date”). The Master Issuer will pay interest on this Permanent Regulation S Global
Series 2018-1 Class A-2-II Note (this “Note”) at the Series 2018-1 Class A-2-II Note Rate for each Interest Accrual Period in accordance with the terms of the Indenture. Such interest will be payable in arrears on each Quarterly Payment
Date, which will be on the 5th day (or, if such date is not a Business Day, the next succeeding Business Day) of each March, June, September and December, commencing on December 5, 2018
(each, a “Quarterly Payment Date”). Such interest will accrue for each Quarterly Payment Date with respect to (i) initially, the period from and including the Closing Date to but excluding December 5, 2018 and
(ii) thereafter, the period from and including the 5th day of the calendar month in which the immediately preceding Quarterly Payment Date occurred to but excluding the 5th day of the calendar month that includes the then-current Quarterly Payment Date (each, an “Interest Accrual Period”). Interest with respect to the Notes (and interest on any
defaulted payments of interest or principal) will be computed on the basis of a 360-day year consisting of twelve 30-day months. In addition, under the circumstances set
forth in the Indenture, the Master Issuer shall also pay Series 2018-1 Class A-2 Quarterly Post-ARD Contingent Interest on
this Note at the rate set forth in the Indenture, and such contingent interest shall be computed and shall be payable in the amounts and at the times set forth in the Indenture. 

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts. All payments made by the Master Issuer with respect to this Note shall be applied as provided in the Indenture. 

  
 A-2-6-4 













 This Note is subject to mandatory and optional prepayment as set forth in the Indenture.

 Interests in this Note are exchangeable or transferable in whole or in part for interests in a Rule 144A Global Note; provided
that such transfer or exchange complies with the applicable provisions of the Indenture relating to the transfer of the Notes. Interests in this Note in certain circumstances may also be exchangeable or transferable in whole but not in part for duly
executed and issued registered Definitive Notes; provided that such transfer or exchange complies with Section 2.8 of the Base Indenture and Section 4.2(c) of the Series 2018-1 Supplement.

 Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though
fully set forth on the face of this Note. Although a summary of certain provisions of the Indenture is set forth below and on the reverse hereof and made a part hereof, this Note does not purport to summarize the Indenture and reference is made to
the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Master Issuer and the Trustee. A copy of the Indenture may be requested
from the Trustee by writing to the Trustee at: Citibank, N.A., 388 Greenwich Street, New York, NY 10013, Attention: Citibank Agency & Trust – Planet Fitness Master Issuer LLC. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to them in the Indenture. 
 Subject to the next following paragraph, the Master Issuer hereby
certifies and declares that all acts, conditions and things required to be done and performed and to have happened prior to the creation of this Note and to constitute it as the valid obligation of the Master Issuer enforceable in accordance with
its terms, have been done and performed and have happened in due compliance with all applicable laws and in accordance with the terms of the Indenture. 

Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall
not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose. 

[Remainder of page intentionally left blank] 

  
 A-2-6-5 













 IN WITNESS WHEREOF, the Master Issuer has caused this instrument to be signed by its
Authorized Officer. 
 Date:                     

  

			
	PLANET FITNESS MASTER ISSUER LLC, as Master Issuer
		
	By:	 	  

		 	Name:
		 	Title:



  
 A-2-6-6 













 CERTIFICATE OF AUTHENTICATION 

This is one of the Series 2018-1
Class A-2-II Notes issued under the within-mentioned Indenture. 
  

			
	CITIBANK, N.A., as Trustee
		
	By:	 	  

		 	Authorized Signatory



  
 A-2-6-7 













 [REVERSE OF NOTE] 

This Note is one of a duly authorized issue of Series 2018-1 Class A-2-II Notes of the Master Issuer designated as its Series 2018-1 4.666% Fixed Rate Senior Secured Notes, Class A-2-II (herein called the “Series 2018-1
Class A-2-II Notes”), all issued under (i) the Base Indenture, dated as of August 1, 2018 (such Base Indenture, as amended,
supplemented or modified, is herein called the “Base Indenture”), between the Master Issuer and Citibank, N.A., as trustee (the “Trustee”, which term includes any successor Trustee under the Base Indenture) and as
securities intermediary, and (ii) the Series 2018-1 Supplement to the Base Indenture, dated as of August 1, 2018 (the “Series 2018-1
Supplement”), among the Master Issuer, the Trustee and Citibank, N.A., as series 2018-1 securities intermediary. The Base Indenture and the Series 2018-1
Supplement are referred to herein collectively as the “Indenture”. The Series 2018-1 Class A-2-II Notes are
subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented, modified or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented, modified or
amended. 
 The Series 2018-1
Class A-2-II Notes are and will be secured by the Collateral pledged as security therefor as provided in the Indenture. 

The Notes will be issued in minimum denominations of $50,000 and integral multiples of $1,000 in excess thereof. 

As provided for in the Indenture, the Series 2018-1 Class A-2-II Notes may be prepaid, in whole or in part, at the option of the Master Issuer. In addition, the Series 2018-1 Class A-2-II Notes are subject to mandatory prepayment as provided for in the Indenture. In certain circumstances, the Master Issuer will be obligated to pay the Series
2018-1 Class A-2 Make-Whole Prepayment Premium in connection with a mandatory or optional prepayment of the Series 2018-1 Class A-2-II Notes as described in the Indenture. As described above, the entire unpaid principal amount of this Note shall be due and payable on the Series 2018-1 Class A-2 Legal Final Maturity Date. All payments of principal of the Series 2018-1 Class A-2-II Notes will be made pro rata to the holders of Series 2018-1
Class A-2-II Notes entitled thereto. 
 Principal of
and interest on this Note, which are payable on a Quarterly Payment Date or on any date on which payments are permitted to be made as provided for in the Indenture, shall be paid to the Person in whose name this Note (or one or more predecessor
Notes) is registered at the close of business on the applicable Record Date or Prepayment Record Date, as the case may be. 
 Interest and
contingent interest, if any, will each accrue on the Series 2018-1 Class A-2-II Notes at the rates set forth in the
Indenture. The interest and contingent interest, if any, will be computed on the basis set forth in the Indenture. The amount of interest payable on the Series 2018-1 Class A-2-II Notes on each Quarterly Payment Date will be calculated as set forth in the Indenture. 

Payments of principal and interest on this Note are subordinated to the payment of certain other amounts in accordance with the Priority of
Payments and certain other provisions of the Indenture. 

  
 A-2-6-8 













 If an Event of Default shall occur and be continuing, this Note may become or be declared
due and payable in the manner and with the effect provided in the Indenture. 
 Amounts payable in respect of this Note shall be made by
wire transfer of immediately available funds to the account designated by DTC or its nominee. 
 As provided in the Indenture and subject to
certain limitations set forth therein, the transfer of this Note shall be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Master Issuer pursuant to the Indenture,
duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee, the Master Issuer and the Registrar duly executed by, the holder of Series 2018-1 Class A-2-II Notes hereof or its attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the
requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the
Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and accompanied by such other documents as the Trustee and the Registrar may require and as may be required by the
Series 2018-1 Supplement, and thereupon one or more new Series 2018-1 Class A-2-II
Notes of authorized denominations in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may
be required to pay a sum sufficient to cover any Tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. 

Each holder of Series 2018-1
Class A-2-II Notes, by acceptance of a Series 2018-1
Class A-2-II Note, covenants and agrees that by accepting the benefits of the Indenture that prior to the date that is one (1) year and one (1) day after
the payment in full of the latest maturing note issued under the Indenture, such holder of Series 2018-1 Class A-2-II Notes
will not institute against, or join with any other Person in instituting against, any Securitization Entity any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state
bankruptcy or similar law; provided, however, that nothing herein shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Securitization Entities pursuant to the Indenture or any other Related
Document. 
 It is the intent of the Master Issuer that the Series 2018-1 Class A-2-II Notes will qualify under applicable tax law as Indebtedness of the Master Issuer or, if the Master Issuer is treated as a division of another entity for
federal income tax purposes, such other entity. Each holder of Series 2018-1 Class A-2-II Notes, by the acceptance of this
Note, agrees to treat this Note (or beneficial interests herein) for all purposes of United States federal, state, local and foreign income or franchise Taxes and any other Tax imposed on or measured by income, as Indebtedness of the Master Issuer
or, if the Master Issuer is treated as a division of another entity for federal income tax purposes, such other entity. 

  
 A-2-6-9 













 The Indenture permits certain amendments to be made thereto without the consent of the
Control Party, the Controlling Class Representative or any holder of Series 2018-1 Class A-2-II Notes, provided that
certain conditions precedent are satisfied. The Indenture also permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Master Issuer and the rights of the holders of
Series 2018-1 Class A-2-II Notes under the Indenture at any time by the Master Issuer with the consent of the Control Party
(acting at the direction of the Controlling Class Representative) and without the consent of any holders of Series 2018-1
Class A-2-II Notes. The Indenture also contains provisions permitting the Control Party (acting at the direction of the Controlling Class Representative) to
waive compliance by the Master Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences without the consent of any holders of Series 2018-1 Class A-2-II Notes. Any such consent or waiver of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such holder of Series 2018-1 Class A-2-II Notes and upon all future holders of Series 2018-1 Class A-2-II Notes of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such
consent or waiver is made upon this Note. 
 Each purchaser or transferee of this Note (or any interest herein) shall be deemed to represent
and warrant that either (i) it is not a Plan (including, without limitation, any entity whose underlying assets include “plan assets” by reason of a Plan’s investment in the entity or otherwise), nor a governmental, church, non-U.S. or other plan which is subject to any federal, state, local or non-U.S. law that is similar to the provisions of Section 406 of ERISA or Section 4975 of the
Code or (ii) its acquisition, holding and disposition of the Series 2018-1 Notes (or any interest therein) will not constitute or result in a non-exempt prohibited
transaction under Section 406 of ERISA or Section 4975 of the Code (or, in the case of a governmental, church, non-U.S. or other plan, a non-exempt violation
under any similar law). 
 The term “Master Issuer” as used in this Note includes any successor and assign to the Master
Issuer under the Indenture. 
 The Series 2018-1 Class A-2-II Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations set forth therein. 

This Note and the Indenture shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York without
regard to conflicts of law principles and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws. 

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Master
Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency herein prescribed. 

[Remainder of page intentionally left blank] 

  
 A-2-6-10 













 ASSIGNMENT 

Social Security or taxpayer I.D. or other identifying number of assignee:
                          

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto 
  

 
 (name and address of assignee) 

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints
                    , attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

 Dated:                       

 

			
	By:	 	                                      
                                         
 1 
	 	 
		 	Signature Guaranteed:
		
		 	  



  

	1 	 NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on
the face of the within Note, without alteration, enlargement or any change whatsoever. 



  
 A-2-6-11 













 SCHEDULE OF EXCHANGES IN PERMANENT REGULATION S 

GLOBAL SERIES 2018-1 CLASS
A-2-II NOTE 
 The initial principal balance of this
Permanent Regulation S Global Series 2018-1 Class A-2-II Note is
$[                    ]. The following exchanges of an interest in this Permanent Regulation S Global Series
2018-1 Class A-2-II Note for an interest in a corresponding Rule 144A Global Series
2018-1 Class A-2-II Note have been made: 
  

							
	 Date
	  	 Amount of Increase (or

Decrease) in the Principal
 Amount of
this Permanent
 Regulation S Global Note
	  	 Remaining Principal

Amount of this Permanent
 Regulation S
Global Note
 following the Increase or

Decrease
	  	 Signature of Authorized

Officer of Trustee or

Registrar

		  		  		  	
	  
	  	  
	  	  
	  	  

		  		  		  	
	  
	  	  
	  	  
	  	  

		  		  		  	
	  
	  	  
	  	  
	  	  

		  		  		  	
	  
	  	  
	  	  
	  	  

		  		  		  	
	  
	  	  
	  	  
	  	  

		  		  		  	
	  
	  	  
	  	  
	  	  

		  		  		  	
	  
	  	  
	  	  
	  	  

		  		  		  	
	  
	  	  
	  	  
	  	  

		  		  		  	
	  
	  	  
	  	  
	  	  

		  		  		  	
	  
	  	  
	  	  
	  	  

		  		  		  	
	  
	  	  
	  	  
	  	  



  
 A-2-6-12 













 EXHIBIT B-1 

FORM OF TRANSFER CERTIFICATE FOR TRANSFERS 

OF SERIES 2018-1 CLASS A-1 NOTES 

Citibank, N.A., as Trustee 
 480 Washington Boulevard, 30th Floor

 Jersey City, NJ 07310 
 Attention: Agency & Trust
– Planet Fitness Master Issuer LLC 
  

	Re:	 Planet Fitness Master Issuer LLC Series 2018-1 Variable Funding Senior
Notes, Class A-1 Subclass: Series 2018-1 Class A-1 [Advance] [Swingline] [L/C] Notes (the “Notes”)



 Reference is hereby made to (i) the Base Indenture, dated as of August 1, 2018 (as amended, supplemented or
modified from time to time, the “Base Indenture”), between Planet Fitness Master Issuer LLC, as master issuer (the “Master Issuer”), and Citibank, N.A., as trustee (the “Trustee”) and as securities
intermediary and (ii) the Series 2018-1 Supplement to the Base Indenture, dated as of August 1, 2018 (the “Series 2018-1 Supplement”
and, together with the Base Indenture, the “Indenture”), among the Master Issuer, the Trustee and Citibank, N.A., as Series 2018-1 securities intermediary. Capitalized terms used but not
defined herein shall have the meanings assigned to them pursuant to the Indenture or the Series 2018-1 Class A-1 Note Purchase Agreement, as applicable. 

This certificate relates to U.S.
$[                    ] aggregate principal amount of Notes registered in the name of
[                    ] [name of transferor] (the “Transferor”), who wishes to effect the transfer of such Notes in exchange for an
equivalent principal amount of Notes of the same Subclass in the name of [                    ] [name of transferee] (the
“Transferee”). 
 In connection with such request, and in respect of such Notes, the Transferee does hereby certify that
either (A) it is the Master Issuer or an Affiliate of the Master Issuer or (B) such Notes are being transferred (i) in accordance with the transfer restrictions set forth in the Indenture and the Series
2018-1 Class A-1 Note Purchase Agreement, (ii) pursuant to an exemption from registration under the Securities Act of 1933, as amended (the “1933
Act”), and the applicable securities laws of any state of the United States and any other jurisdiction and in accordance with the Indenture and any applicable securities laws of any state of the United States or any other
jurisdiction and (iii) to a Person who is not a Competitor. 
 In addition, the Transferee hereby represents, warrants and covenants
for the benefit of the Master Issuer and the Trustee that either it is the Master Issuer or an Affiliate of the Master Issuer, or: 
 1. the
Transferee has had an opportunity to discuss the Master Issuer’s and the Manager’s business, management and financial affairs, and the terms and conditions of the proposed purchase, with the Master Issuer and the Manager and their
respective representatives; 

  
 B-1-1 













 2. the Transferee is a “qualified institutional buyer” within the meaning of Rule
144A under the 1933 Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of investing in, the Series 2018-1 Class A-1 Notes; 
 3. the Transferee is purchasing the
Series 2018-1 Class A-1 Notes for its own account, or for the account of one or more “qualified institutional buyers” within the meaning of Rule 144A
under the 1933 Act that meet the criteria described in paragraph (2) above and for which it is acting with complete investment discretion, for investment purposes only and not with a view to distribution in violation of the 1933 Act, subject,
nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control, and neither it nor its Affiliates has engaged in any general solicitation or general advertising within the meaning of the
1933 Act, or the rules and regulations promulgated thereunder, with respect to the Series 2018-1 Class A-1 Notes; 

4. the Transferee understands that (i) the Series 2018-1
Class A-1 Notes have not been and will not be registered or qualified under the 1933 Act or any applicable state securities laws or the securities laws of any other jurisdiction and are being offered only
in a transaction not involving any public offering within the meaning of the 1933 Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available and an
opinion of counsel on the foregoing shall have been delivered in advance to the Master Issuer, (ii) the Master Issuer is not required to register the Series 2018-1
Class A-1 Notes under the 1933 Act or any applicable state securities laws or the securities laws of any state of the United States or any other jurisdiction, (iii) any transferee must meet the
criteria described in paragraph (2) above and (iv) any transfer must comply with the provisions of Section 2.8 of the Base Indenture, Section 4.3 of the Series 2018-1 Supplement and Section 9.03 or 9.17, as applicable, of the Series 2018-1 Class A-1 Note
Purchase Agreement; 
 5. the Transferee will comply with the requirements of paragraph (4) above in connection with any transfer by it
of the Series 2018-1 Class A-1 Notes; 
 6. the
Transferee understands that the Series 2018-1 Class A-1 Notes will bear the legend set out in the applicable form of Series
2018-1 Class A-1 Notes attached to the Series 2018-1 Supplement and be subject to the restrictions on transfer described in
such legend; 
 7. the Transferee will obtain for the benefit of the Master Issuer from any purchaser of the Series 2018-1 Class A-1 Notes substantially the same representations and warranties contained in the foregoing paragraphs; 

8. the Transferee is not a Competitor; 

9. either (i) the Transferee is not a Plan (including, without limitation, any entity whose underlying assets include “plan
assets” by reason of a Plan’s investment in the entity or otherwise), nor a governmental, church, non-U.S. or other plan which is subject to any federal, state, local or non-U.S. law that is similar to the provisions of Section 406 of ERISA or Section 4975 of the Code or (ii) the Transferee’s acquisition, holding and disposition of the Series 2018-1 Notes (or any interest therein) will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code
(or, in the case of a governmental, church, non-U.S. or other plan, a non-exempt violation under any similar law); and 

  
 B-1-2 













 10. the Transferee is: 

             (check if applicable) a “United States person” within the
meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the “Code”) and a properly completed and signed Internal Revenue Service (“IRS”) Form W-9
(or applicable successor form) is attached hereto; or 
              (check if
applicable) not a “United States person” within the meaning of Section 7701(a)(30) of the Code and a properly completed and signed IRS Form W-8 (or applicable successor form) is attached hereto.

 The representations made pursuant to the preceding paragraphs shall be deemed to be made on each day from the date the Transferee
acquires any interest in any Note through and including the date on which such Transferee disposes of its interest in the applicable Note. The Transferee agrees to provide prompt written notice to the Master Issuer, the Registrar and the Trustee of
any change of the status of the Transferee that would cause it to breach the representations made in the preceding paragraph. The Transferee further agrees to indemnify and hold harmless the Master Issuer, the Registrar, the Trustee and the initial
purchasers and their respective affiliates from any cost, damage or loss incurred by them as a result of the inaccuracy or breach of the foregoing representations, warranties and agreements. Any purported transfer of the applicable Notes (or
interests therein) that does not comply with the requirements of this paragraph and the preceding paragraph shall be null and void ab initio. 

The Transferee understands that the Master Issuer, the Trustee, the Registrar and their respective counsel will rely upon the accuracy and
truth of the foregoing representations, and are irrevocably authorized to produce this certificate or a copy thereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby,
and the Transferee hereby consents to such reliance and authorization. 

  
 B-1-3 













 
			
	[Name of Transferee]
		
	By:	 	  

		 	Name:
		 	Title:


 Dated:
                         ,              

 

			
	Taxpayer Identification Number:	  	Address for Notices:
	Wire Instructions for Payments:	  	
	 Bank:
                                         
                           
	  	
	 Address:
                                         
                       
	  	
	 Bank ABA #:
                                         
               
	  	Tel:
                                         
           
	 Account No.:
                                         
                
	  	Fax:
                                         
           
	 FAO:
                                         
                            
	  	Attn.:
                                         
         
	 Attention:
                                         
                     
	  	

 Registered Name (if Nominee): 
  

	cc:	 Planet Fitness Master Issuer LLC 



[Address] 
 Attention: [insert]

 Facsimile: [insert] 

  
 B-1-4 













 EXHIBIT B-2 

FORM OF TRANSFER CERTIFICATE FOR TRANSFERS 

OF INTERESTS IN RULE 144A GLOBAL NOTES TO 

INTERESTS IN TEMPORARY REGULATION S GLOBAL NOTES 

Citibank, N.A., as Trustee 
 480 Washington Boulevard, 30th Floor

 Jersey City, NJ 07310 
 Attention: Agency & Trust
– Planet Fitness Master Issuer LLC 
  

	Re:	 Planet Fitness Master Issuer LLC $[ ] Series 2018-1 [ ]% Fixed Rate
Senior Secured Notes, Class [A-2-I][A-2-II] (the “Notes”) 



Reference is hereby made to (i) the Base Indenture, dated as of August 1, 2018 (as amended, supplemented or modified from time to
time, the “Base Indenture”), between Planet Fitness Master Issuer LLC, as master issuer (the “Master Issuer”), and Citibank, N.A., as trustee (the “Trustee”) and as securities intermediary, and
(ii) the Series 2018-1 Supplement to the Base Indenture, dated as of August 1, 2018 (the “Series 2018-1 Supplement” and, together with
the Base Indenture, the “Indenture”), among the Master Issuer, the Trustee and Citibank, N.A., as Series 2018-1 securities intermediary. Capitalized terms used but not defined herein shall
have the meanings assigned to them pursuant to the Indenture. 
 This certificate relates to U.S.
$[                    ] aggregate principal amount of Notes, which are held in the form of an interest in a Rule 144A Global Note with DTC (CUSIP
(CINS) No. [                    ]) in the name of
[                        ] [name of transferor] (the “Transferor”), who wishes to effect the transfer of such
Notes in exchange for an equivalent beneficial interest in a Temporary Regulation S Global Note in the name of [                    ] [name of
transferee] (the “Transferee”). 
 In connection with such request, and in respect of such Notes, the Transferee does
hereby certify that either (A) it is the Master Issuer or an Affiliate of the Master Issuer or (B) such Notes are being transferred (i) in accordance with the transfer restrictions set forth in the Indenture and the Offering
Memorandum dated July 19, 2018, relating to the Notes, (ii) pursuant to an exemption from registration under the Securities Act of 1933, as amended (the “1933 Act”), and the applicable securities laws of any state
of the United States and any other jurisdiction and in accordance with the Indenture and any applicable securities laws of any state of the United States or any other jurisdiction and (iii) to a Person who is not a Competitor. 

In addition, the Transferee hereby represents, warrants and covenants for the benefit of the Master Issuer, the Registrar and the Trustee that
either the Transferee is the Master Issuer or an Affiliate of the Master Issuer, or: 
 1. at the time the buy order for such Series 2018-1 Notes was originated, the Transferee was outside the United States and the offer was made to a Person who is not a U.S. Person, and was not purchasing for the account or benefit of a U.S. Person; 

  
 B-2-1 













 2. no general solicitation or directed selling efforts, as defined in Rule 902 under the
1933 Act, have been made in contravention of the requirements of Rule 903(a) or 904(a) under the 1933 Act;  

3. the transaction is not part of a plan or scheme to evade the registration requirements of the 1933 Act, and the Transferee is aware that the
sale to it is being made in reliance on an exemption from the registration requirements of the 1933 Act provided by Regulation S; 
 4. the
Transferee is not a U.S. person (as defined in Regulation S); 
 5. if the sale is made during a restricted period and the provisions of Rule
903(b)(2) or (3) or Rule 904(b)(1) of Regulation S are applicable thereto, the Transferee confirms that such sale has been made in accordance with the applicable provisions of Rule 903(b)(2) or (3) or Rule 904(b)(1), as the case may be;  
 6. the Transferee is acquiring the Series 2018-1
Notes for its own account or the account of another person which is not a Competitor and is either a QIB or not a U.S. Person, as applicable, with respect to which it exercises sole investment discretion; 

7. the Transferee will, and each account for which it is purchasing will, hold and transfer at least the minimum denomination of Series 2018-1 Notes; 
 8. the Transferee understands that the Master Issuer, the Manager and the Servicer may
receive a list of participants holding positions in the Series 2018-1 Notes from one or more book-entry depositories; 

9. the Transferee understands that the Manager, the Master Issuer and the Servicer may receive (i) a list of Note Owners that have
requested access to the Trustee’s password-protected website or that have voluntarily registered as a Note Owner with the Trustee and (ii) copies of Noteholder confirmations of representations and warranties executed to obtain access to
the Trustee’s password-protected website; 
 10. the Transferee will provide to each person to whom it transfers Notes notices of any
restrictions on transfer of such Series 2018-1 Notes; 
 11. the Transferee is not a Competitor; 

12. either (i) the Transferee is not a Plan (including, without limitation, any entity whose underlying assets include “plan
assets” by reason of a Plan’s investment in the entity or otherwise), nor a governmental, church, non-U.S. or other plan which is subject to any federal, state, local or non-U.S. law that is similar to the provisions of Section 406 of ERISA or Section 4975 of the Code or (ii) the Transferee’s acquisition, holding and disposition of the Series 2018-1 Notes (or any interest therein) will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code
(or, in the case of a governmental, church, non-U.S. or other plan, a non-exempt violation under any similar law); and 

  
 B-2-2 













 13. the Transferee is: 

             (check if applicable) a “United States person” within the
meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the “Code”) and a properly completed and signed Internal Revenue Service (“IRS”) Form W-9
(or applicable successor form) is attached hereto; or 
              (check if
applicable) not a “United States person” within the meaning of Section 7701(a)(30) of the Code and a properly completed and signed IRS Form W-8 (or applicable successor form) is attached hereto.

 The representations made pursuant to the preceding paragraphs shall be deemed to be made on each day from the date the Transferee
acquires any interest in any Note through and including the date on which such Transferee disposes of its interest in the applicable Note. The Transferee agrees to provide prompt written notice to the Master Issuer, the Registrar and the Trustee of
any change of the status of the Transferee that would cause it to breach the representations made in the preceding paragraph. The Transferee further agrees to indemnify and hold harmless the Master Issuer, the Registrar, the Trustee and the initial
purchasers and their respective affiliates from any cost, damage or loss incurred by them as a result of the inaccuracy or breach of the foregoing representations, warranties and agreements. Any purported transfer of the applicable Notes (or
interests therein) that does not comply with the requirements of this paragraph and the preceding paragraph shall be null and void ab initio. 

The Transferee understands that the Master Issuer, the Trustee, the Registrar and their respective counsel will rely upon the accuracy and
truth of the foregoing representations, and are irrevocably authorized to produce this certificate or a copy thereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby,
and the Transferee hereby consents to such reliance and authorization. 
  

  
 B-2-3 













 
			
	[Name of Transferee]
		
	By:	 	  

		 	Name:
		 	Title:


 Dated:
                    ,              

 

			
	Taxpayer Identification Number:	  	Address for Notices:
	Wire Instructions for Payments:	  	
	 Bank:
                                         
                           
	  	
	 Address:
                                         
                       
	  	
	 Bank ABA #:
                                         
               
	  	Tel:
                                         
       
	 Account No.:
                                         
                
	  	Fax:
                                         
       
	 FAO:
                                         
                            
	  	Attn.:
                                         
     
	 Attention:
                                         
                     
	  	

 Registered Name (if Nominee): 
  

	cc:	 Planet Fitness Master Issuer LLC 



[Address] 
 Attention: [insert]

 Facsimile: [insert] 

  
 B-2-4 













 EXHIBIT B-3 

FORM OF TRANSFER CERTIFICATE FOR TRANSFERS 

OF INTERESTS IN RULE 144A GLOBAL NOTES TO 

INTERESTS IN PERMANENT REGULATION S GLOBAL NOTES 

480 Washington Boulevard, 30th Floor 
 Jersey City, NJ 07310 

Attention: Agency & Trust – Planet Fitness Master Issuer LLC 
  

	Re:	 Planet Fitness Master Issuer LLC $[ ] Series 2018-1 [ ]% Fixed Rate
Senior Secured Notes, Class [A-2-I][A-2-II] (the “Notes”) 



Reference is hereby made to (i) the Base Indenture, dated as of August 1, 2018 (as amended, supplemented or modified from time to
time, the “Base Indenture”), between PLANET FITNESS MASTER ISSUER LLC, as master issuer (the “Master Issuer”), and Citibank, N.A., as trustee (the “Trustee”) and as securities intermediary, and
(ii) the Series 2018-1 Supplement to the Base Indenture, dated as of August 1, 2018 (the “Series 2018-1 Supplement” and, together with
the Base Indenture, the “Indenture”), among the Master Issuer, the Trustee and Citibank, N.A., as Series 2018-1 securities intermediary. Capitalized terms used but not defined herein shall
have the meanings assigned to them pursuant to the Indenture. 
 This certificate relates to U.S.
$[                    ] aggregate principal amount of Notes, which are held in the form of an interest in a Rule 144A Global Note with DTC (CUSIP
(CINS) No. [                    ]) in the name of
[                    ] [name of transferor] (the “Transferor”), who wishes to effect the transfer of such Notes in exchange for an
equivalent beneficial interest in a Permanent Regulation S Global Note in the name of [                    ] [name of transferee] (the
“Transferee”). 
 In connection with such request, and in respect of such Notes, the Transferee does hereby certify that
either (A) it is the Master Issuer or an Affiliate of the Master Issuer or (B) such Notes are being transferred (i) in accordance with the transfer restrictions set forth in the Indenture and the Offering Memorandum dated
July 19, 2018, relating to the Notes, (ii) pursuant to an exemption from registration under the Securities Act of 1933, as amended (the “1933 Act”), and the applicable securities laws of any state of the United
States and any other jurisdiction and in accordance with the Indenture and any applicable securities laws of any state of the United States or any other jurisdiction and (iii) to a Person who is not a Competitor. 

In addition, the Transferee hereby represents, warrants and covenants for the benefit of the Master Issuer, the Registrar and the Trustee that
either the Transferee is the Master Issuer or an Affiliate of the Master Issuer, or: 
 1. at the time the buy order for such Series 2018-1 Notes was originated, the Transferee was outside the United States and the offer was made to a Person who is not a U.S. Person, and was not purchasing for the account or benefit of a U.S. Person; 

  
 B-3-1 













 2. no general solicitation or directed selling efforts, as defined in Rule 902 under the
1933 Act, have been made in contravention of the requirements of Rule 903(a) or 904(a) under the 1933 Act; 
 3. the transaction is not part
of a plan or scheme to evade the registration requirements of the 1933 Act, and the Transferee is aware that the sale to it is being made in reliance on an exemption from the registration requirements of the 1933 Act provided by Regulation S; 

4. the Transferee is not a U.S. person (as defined in Regulation S); 

5. the Transferee is acquiring the Series 2018-1 Notes for its own account or the account of another
person which is not a Competitor and is either a QIB or not a U.S. Person, as applicable, with respect to which it exercises sole investment discretion; 

6. the Transferee will, and each account for which it is purchasing will, hold and transfer at least the minimum denomination of Series 2018-1 Notes; 
 7. the Transferee understands that the Master Issuer, the Manager and the Servicer may
receive a list of participants holding positions in the Series 2018-1 Notes from one or more book-entry depositories; 

8. the Transferee understands that the Manager, the Master Issuer and the Servicer may receive (i) a list of Note Owners that have
requested access to the Trustee’s password-protected website or that have voluntarily registered as a Note Owner with the Trustee and (ii) copies of Noteholder confirmations of representations and warranties executed to obtain access to
the Trustee’s password-protected website; 
 9. the Transferee will provide to each person to whom it transfers Notes notices of any
restrictions on transfer of such Series 2018-1 Notes; 
 10. the Transferee understands that the
Series 2018-1 Notes will bear the legend set out in the applicable form of Series 2018-1 Notes attached to the Series 2018-1
Supplement and be subject to the restrictions on transfer described in such legend; 
 11. the Transferee is not a Competitor; 

12. either (i) the Transferee is not a Plan (including, without limitation, any entity whose underlying assets include “plan
assets” by reason of a Plan’s investment in the entity or otherwise), nor a governmental, church, non-U.S. or other plan which is subject to any federal, state, local or non-U.S. law that is similar to the provisions of Section 406 of ERISA or Section 4975 of the Code or (ii) the Transferee’s acquisition, holding and disposition of the Series 2018-1 Notes (or any interest therein) will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code
(or, in the case of a governmental, church, non-U.S. or other plan, a non-exempt violation under any similar law); and 

  
 B-3-2 













 13. the Transferee is: 

            (check if applicable) a “United States person” within the
meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the “Code”) and a properly completed and signed Internal Revenue Service (“IRS”) Form W-9
(or applicable successor form) is attached hereto; or 
             (check if
applicable) not a “United States person” within the meaning of Section 7701(a)(30) of the Code and a properly completed and signed IRS Form W-8 (or applicable successor form) is attached hereto.

 The representations made pursuant to the preceding paragraphs shall be deemed to be made on each day from the date the Transferee
acquires any interest in any Note through and including the date on which such Transferee disposes of its interest in the applicable Note. The Transferee agrees to provide prompt written notice to the Master Issuer, the Registrar and the Trustee of
any change of the status of the Transferee that would cause it to breach the representations made in the preceding paragraph. The Transferee further agrees to indemnify and hold harmless the Master Issuer, the Registrar, the Trustee and the initial
purchasers and their respective affiliates from any cost, damage or loss incurred by them as a result of the inaccuracy or breach of the foregoing representations, warranties and agreements. Any purported transfer of the applicable Notes (or
interests therein) that does not comply with the requirements of this paragraph and the preceding paragraph shall be null and void ab initio. 

The Transferee understands that the Master Issuer, the Trustee, the Registrar and their respective counsel will rely upon the accuracy and
truth of the foregoing representations, and are irrevocably authorized to produce this certificate or a copy thereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby,
and the Transferee hereby consents to such reliance and authorization. 

  
 B-3-3 













 
			
	[Name of Transferee]
		
	By:	 	  

		 	Name:
		 	Title:



Dated:                         
       ,         
  

			
	Taxpayer Identification Number:	  	Address for Notices:
	Wire Instructions for Payments:	  	
	 Bank:
                                         
               
	  	
	 Address:
                                         
          
	  	
	 Bank ABA #:
                                        
   
	  	Tel:                                     
                 
	 Account No.:
                                         
   
	  	Fax:                                     
                 
	 FAO:
                                         
                
	  	Attn.:                                     
               
	 Attention:
                                         
         
	  	

 Registered Name (if Nominee): 
  

	cc:	 PLANET FITNESS MASTER ISSUER LLC 



[Address] 
 Attention: [insert]

 Facsimile: [insert] 

  
 B-3-4 













 EXHIBIT B-4 

FORM OF TRANSFER CERTIFICATE FOR TRANSFERS 

OF INTERESTS IN TEMPORARY REGULATION S GLOBAL NOTES OR 

PERMANENT REGULATION S GLOBAL NOTES TO PERSONS TAKING DELIVERY IN 

THE FORM OF AN INTEREST IN A RULE 144A GLOBAL NOTE 

Citibank, N.A., 

        as Trustee 
 480
Washington Boulevard 
 30th Floor 

Jersey City, NJ 07310 
 Attention: Agency & Trust –
Planet Fitness Master Issuer LLC 
  

	Re:	 PLANET FITNESS MASTER ISSUER LLC $[ ] Series 2018-1 [ ]% Fixed Rate
Senior Secured Notes, Class [A-2-I][A-2-II] (the “Notes”) 



Reference is hereby made to (i) the Base Indenture, dated as of August 1, 2018 (as amended, supplemented or modified from time to
time, the “Base Indenture”), between PLANET FITNESS MASTER ISSUER LLC, as master issuer (the “Master Issuer”), and Citibank, N.A., as trustee (the “Trustee”) and as securities intermediary, and
(ii) the Series 2018-1 Supplement to the Base Indenture, dated as of August 1, 2018 (the “Series 2018-1 Supplement” and, together with
the Base Indenture, the “Indenture”), among the Master Issuer, the Trustee and Citibank, N.A., as series 2018-1 securities intermediary. Capitalized terms used but not defined herein shall
have the meanings assigned to them pursuant to the Indenture. 
 This certificate relates to U.S.
$[                        ] aggregate principal amount of Notes which are held in the form of [an interest in a Temporary
Regulation S Global Note with DTC] [an interest in an Permanent Regulation S Global Note with DTC] (CUSIP (CINS) No.
[                        ]) in the name of
[                        ] [name of transferor] (the “Transferor”), who wishes to effect the transfer of such
Notes in exchange for an equivalent beneficial interest in a Rule 144A Global Note in the name of [                        ]
[name of transferee] (the “Transferee”). 
 In connection with such request, and in respect of such Notes, the Transferee
does hereby certify that either (A) it is the Master Issuer or an Affiliate of the Master Issuer or (B) such Notes are being transferred (i) in accordance with the transfer restrictions set forth in the Indenture and the Offering
Memorandum dated July 19, 2018, relating to the Notes, (ii) pursuant to Rule 144A under the Securities Act of 1933, as amended, (the “1933 Act”), and the applicable securities laws of any state of the United States
and any other jurisdiction and in accordance with the Indenture and any applicable securities laws of any state of the United States or any other jurisdiction and (iii) to a Person who is not a Competitor. In addition, the Transferee hereby
represents, warrants and covenants for the benefit of the Master Issuer, the Registrar and the Trustee that either the Transferee is the Master Issuer or an Affiliate of the Master Issuer, or: 

  
 B-4-1 













 1. the Transferee is (a) a QIB pursuant to Rule 144A, (b) aware that any sale of
the Series 2018-1 Notes to it will be made in reliance on Rule 144A and (c) acquiring such Series 2018-1 Notes for its own account or for the account of another
person who is a QIB and is not a Competitor and with respect to which it exercises sole investment discretion; 
 2. no general solicitation
or directed selling efforts, as defined in Rule 902 under the 1933 Act, have been made in contravention of the requirements of Rule 903(a) or 904(a) under the 1933 Act; 

3. the Transferee is acquiring the Series 2018-1 Notes for its own account or the account of another
person which is not a Competitor and is either a QIB or not a U.S. Person, as applicable, with respect to which it exercises sole investment discretion; 

4. the Transferee will, and each account for which it is purchasing will, hold and transfer at least the minimum denomination of Series 2018-1 Notes; 
 5. the Transferee understands that the Master Issuer, the Manager and the Servicer may
receive a list of participants holding positions in the Series 2018-1 Notes from one or more book-entry depositories; 

6. the Transferee understands that the Master Issuer, the Manager and the Servicer may receive (i) a list of Note Owners that have
requested access to the Trustee’s password-protected website or that have voluntarily registered as a Note Owner with the Trustee and (ii) copies of Noteholder confirmations of representations and warranties executed to obtain access to
the Trustee’s password-protected website; 
 7. the Transferee will provide to each person to whom it transfers Notes notices of any
restrictions on transfer of such Series 2018-1 Notes; 
 8. the Transferee is not a Competitor; 

9. either (i) the Transferee is not a Plan (including, without limitation, any entity whose underlying assets include “plan
assets” by reason of a Plan’s investment in the entity or otherwise), nor a governmental, church, non-U.S. or other plan which is subject to any federal, state, local or non-U.S. law that is similar to the provisions of Section 406 of ERISA or Section 4975 of the Code or (ii) the Transferee’s acquisition, holding and disposition of the Series 2018-1 Notes (or any interest therein) will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code
(or, in the case of a governmental, church, non-U.S. or other plan, a non-exempt violation under any similar law); and 

10. the Transferee is: 

            (check if applicable) a “United States person” within the
meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the “Code”) and a properly completed and signed Internal Revenue Service (“IRS”) Form W-9
(or applicable successor form) is attached hereto; or 
             (check if
applicable) not a “United States person” within the meaning of Section 7701(a)(30) of the Code and a properly completed and signed IRS Form W-8 (or applicable successor form) is attached hereto.


  
 B-4-2 













 The representations made pursuant to the preceding paragraphs shall be deemed to be made on
each day from the date the Transferee acquires any interest in any Note through and including the date on which such Transferee disposes of its interest in the applicable Note. The Transferee agrees to provide prompt written notice to the Master
Issuer, the Registrar and the Trustee of any change of the status of the Transferee that would cause it to breach the representations made in the preceding paragraph. The Transferee further agrees to indemnify and hold harmless the Master Issuer,
the Registrar, the Trustee and the initial purchasers and their respective affiliates from any cost, damage or loss incurred by them as a result of the inaccuracy or breach of the foregoing representations, warranties and agreements. Any purported
transfer of the applicable Notes (or interests therein) that does not comply with the requirements of this paragraph and the preceding paragraph shall be null and void ab initio. 

The Transferee understands that the Master Issuer, the Trustee, the Registrar and their respective counsel will rely upon the accuracy and
truth of the foregoing representations, and are irrevocably authorized to produce this certificate or a copy thereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby,
and the Transferee hereby consents to such reliance and authorization. 
  

			
	[Name of Transferee]
		
	By:	 	  

		 	Name:
		 	Title:


 Dated:
                            ,         

 

			
	Taxpayer Identification Number:	  	Address for Notices:
	Wire Instructions for Payments:	  	
	 Bank:
                                         
       
	  	
	 Address:
                                         
   
	  	
	 Bank ABA #:
                                    
	  	Tel:
                                        

	 Account No.:
                                    
	  	Fax:
                                        

	 FAO:
                                         
       
	  	Attn.:
                                      
	 Attention:
                                        

	  	

 Registered Name (if Nominee): 
  

	cc:	 Planet Fitness Master Issuer LLC 



[Address] 
 Attention: [insert]

 Facsimile: [insert] 

  
 B-4-3 













 EXHIBIT C 

FORM OF QUARTERLY NOTEHOLDERS’ REPORT 

[ATTACHED] 













					
	 




  
	  	 Quarterly Noteholder’s Report

 
 Planet Fitness Master Issuer, LLC

 
 Issuer

 
	  	 

  

											
	Quarterly Payment Date	  		  		  		  		  	 
		  		  		  		  		  	
						 
	Quarterly Collection Period	  	Beginning Date	  		  		  		  	 
		  	Ending Date	  		  		  	 
	Trigger Events Status	  		  		  		  		  	
	Key Events / Triggers	  	 Event Trigger
	  	 	  	 	  	 Event

Status
	  	 Commenced

Date

		  	50% Cash Trapping Event (DSCR < 1.75x but 3 1.50x)	  		  		  		  	
						
		  	100% Cash Trapping Event (DSCR < 1.50x)	  		  		  		  	
		  	Rapid Amortization Event (Post ARD)	  		  		  		  	
		  	Rapid Amortization Event (DSCR < 1.20x or Systemwide	  		  		  		  	
		  	Sales <$1.25 billion)	  		  		  		  	
						
		  	Manager Termination Event (DSCR < 1.20x)	  		  		  		  	
						
		  	Event of Default (DSCR Interest only < 1.10x)	  		  		  		  	
						
		  	Class A-1 Notes Amortization Event	  		  		  		  	

  

							
	System Data	  	 	  	 	  	 
				
	Franchised Stores	  		  	Domestic	  	International
	 Open Stores at Beginning of Quarterly Collection Period
	  	  
	  	  
	  	  

	 Store Openings During Quarterly Collection Period
	  	  
	  	  
	  	  

	 Store Closures During Quarterly Collection Period
	  	  
	  	  
	  	  

	 Store Acquired by Franchisees (purchased from the Company) During Quarterly Collection
Period
	  	  
	  	  
	  	  

	 Store Refranchised (purchased by the Company from the Franchisees) During Quarterly Collection
Period
	  	  
	  	  
	  	  

	 Total Open Stores at the End of Quarterly Collection Period
	  		  		  	
		  		  	  
	  	  















							
				
	Domestic Corporate-owned Stores	  	Contributed	  	Retained	  	Total
	 Open Stores at Beginning of Quarterly Collection Period
	  		  		  	
		  	  
	  	  
	  	  

	 Store Openings During Quarterly Collection Period
	  		  		  	
		  	  
	  	  
	  	  

	 Store Closures During Quarterly Collection Period
	  		  		  	
		  	  
	  	  
	  	  

	 Store Acquired by the Company (purchased from the franchisees) During Quarterly Collection
Period
	  		  		  	
		  	  
	  	  
	  	  

	 Store Refranchised by the Company (sold to franchisees) During Quarterly Collection
Period
	  		  		  	
		  	  
	  	  
	  	  

	 Total Open Domestic Stores at the End of Quarterly Collection Period
	  		  		  	
		  	  
	  	  
	  	  

				
	International Corporate-owned Stores	  	Contributed	  	Retained	  	Total
	 Open Stores at Beginning of Quarterly Collection Period
	  		  		  	
		  	  
	  	  
	  	  

	 Store Openings During Quarterly Collection Period
	  		  		  	
		  	  
	  	  
	  	  

	 Store Closures During Quarterly Collection Period
	  		  		  	
		  	  
	  	  
	  	  

	 Store Acquired by the Company (purchased from the franchisees) During Quarterly Collection
Period
	  		  		  	
		  	  
	  	  
	  	  

	 Store Refranchised by the Company (sold to franchisees) During Quarterly Collection
Period
	  		  		  	
		  	  
	  	  
	  	  

	 Total Open International Stores at the End of Quarterly Collection Period
	  		  		  	
		  	  
	  	  
	  	  

				
	System Wide Sales	  	 	  	 	  	 
	 North America Franchised
	  		  		  	
		  		  	  
	  	  

	 International Franchised
	  		  		  	
		  		  	  
	  	  

	 Corporate-Owned
	  		  		  	
		  		  	  
	  	  

	 Total systemwide sales
	  		  		  	
		  		  	  
	  	  

				
	Same Store Sales	  	 	  	 	  	 
	 North America Franchised
	  		  		  	
		  		  	  
	  	  

	 International Franchised
	  		  		  	
		  		  	  
	  	  

	 Corporate-Owned
	  		  		  	
		  		  	  
	  	  

	 Total systemwide sales
	  		  		  	
		  		  	  
	  	  















  


					
	Collections and Retained Collections	  	 	 
		
	Collections	  	Total	 
	 Royalty Payments deposited into any Concentration Account
	  	$	                 	 
	 Other Franchise Payments deposited into any Concentration Account
	  	$	                 	 
	 Webjoin Fees, Payment Processor Rebates and Vendor Commissions deposited into any Concentration
Account
	  	$	                 	 
	 All Franchise Lease Payments deposited into any Concentration Account or Lease Obligations
Account
	  	$	                 	 
	 All amounts received under the IP License Agreements and all other license fees, including
Securitized Corporate-Owned Store IP License Fees, Canadian IP License Fees, International IP License Fees, Retained Corporate-Owned Store IP License Fees, Additional IP License Fees and other amounts received in respect of the Securitization
IP
	  	$	                 	 
	 Equipment Revenue Payments deposited into any Concentration Account or Equipment Distributor
Operating Account
	  	$	                 	 
	 Securitized Corporate-Owned Store Collections
	  	$	                 	 
	 Indemnification Amounts, Insurance/Condemnation Proceeds, and Asset Disposition Proceeds deposited
into any Concentration Account or the Collection Account
	  	$	                 	 
	 Series Hedge Receipts if any received
	  	$	                 	 
	 Investment Income earned on amounts on deposit in the Accounts
	  	$	                 	 
	 Equity contributions made to the Master Issuer directed to be deposited to any Concentration
Account
	  			
	 Payments from Franchisees or any other Person in respect of Excluded Amounts deposited in any
Concentration Account or otherwise included in Collections
	  	$	                 	 
	 Other payments or proceeds received with respect to the Securitized Assets
	  	$	                 	 
	 Total Collections during Quarterly Collection Period
	  	$	                 	 
		
	 PLUS:    Monthly Fiscal Period Estimated Securitized Corporate-Owned Store
Profits Amount
	  	$	                 	 
		
	 PLUS:    Monthly Fiscal Period Estimated Securitized Corporate-Owned Store True-Up Amount
	  	$	                 	 
		
	 PLUS:    Monthly Fiscal Period Estimated Equipment Distribution Profits
Amount
	  	$	                 	 
		
	 PLUS:    Monthly Fiscal Period Estimated Equipment Distribution True-Up Amount
	  	$	                 	 
		
	 PLUS:    Net Franchisee Lease Payments for the Monthly Fiscal Period
	  	$	                 	 
		
	 LESS:    Excluded Amounts
	  			
		
	 Fees and expenses paid in connection with registering, maintaining and enforcing the
Securitization IP and paying third-party licensing fees
	  	$	                 	 
	 Account expenses and fees paid to the banks at which the Management Accounts are held
	  	$	                 	 
	 Advertising Fees (to the extent that any Advertising Fees are not paid directly to NAF by a
third-party payment processor)
	  	$	                 	 
	 Insurance and Condemnation proceeds payable to Franchisees
	  	$	                 	 
	 Amounts in respect of sales Taxes and other comparable Taxes and other amounts due and payable to
a Governmental Authority
	  	$	                 	 
	 Any statutory Taxes included in Collections, but required to be remitted to a Governmental
Authority
	  	$	                 	 
	 Amounts paid by Franchisees in respect of fees or expenses payable to unaffiliated third parties
for services
	  	$	                 	 














					
	 Amounts paid by Franchisees relating to corporate services provided by the Manager
	  	$	                     	 
	 Any amounts that are held for payment or indemnification obligations owed by the Franchisor to any
third party payment processor
	  	$	                     	 
	 Any amounts that cannot be transferred to a Concentration Account due to applicable law
	  	$	                     	 
	 Other amounts deposited into any Concentration Account or otherwise included in Collections that
are not required to be deposited into the Collection Account
	  	$	                     	 
	 Total Retained Collections during Quarterly Collection Period
	  	$	                     	 
	 Manager Advances During Quarterly Collection Period
	  	$	                     	 
	 Working Capital Reserve Amount Increase / Decrease
	  	$	                     	 
	 Corporate-Owned Store Working Capital Reserve Amounts
	  	$	                     	 
	 Equipment Distributor Operating Accounts Working Capital Reserve Amounts
	  	$	                     	 
	 Retained Collections Contributions During Quarterly Collections Period (up to $7.5
million)
	  	$	                     	 
	 Retained Collections Contributions During Past 4 Consecutive Quarterly Collections Period (up to
$15 million)
	  	$	                     	 
	 Total Retained Collections Since Closing Date (up to $30 million)
	  	$	                     	 

  

					
	 Management Fee Amount
	  			
	 Base Annual Management Fee
	  	$	                     	 
	 Additional Mgmt Fee (per Franchised/CO Retained U.S. Store)
	  	$	                     	 
	 Additional Mgmt Fee (per Franchised International Store)
	  	$	                     	 
	 Additional Mgmt Fee (per CO Contributed Store)
	  	$	                     	 
	 Annual inflation factor
	  	$	                     	 
	 Management Fee Pre-Inflation Adjustment

Deal Year
	  	$	                     	 
	 Management Fee Post-Inflation Adjustment
	  	$	                     	 
	 Total Weekly Management Fee Amount Paid in Quarterly Collection Period
	  	$	                     	 














					
	Debt Service	  	 	 
		
	 Series 2018-1 Debt Service Amount
	  			
	 Series 2018-1
Class A-1 Quarterly Interest
	  	$	                     	 
	 Series 2018-1
Class A-2 Quarterly Interest
	  	$	                     	 
	 Series 2018-1
Class A-1 Quarterly Commitment Fees
	  	$	                     	 
	 Series 2018-1 Class A-2 Scheduled Principal
	  	$	                     	 

  

									
	Quarterly Payment Date	  		  		  		  	 
		  		  		  		  	
					 
	Quarterly Collection Period	  	Beginning Date	  		  		  	 
		  	Ending Date	  		  		  	 


					
		
	 Series 2018-1 Debt Service Amount
	  	$	                     	 
	 Series 2018-1
Class A-1 Quarterly Post-ARD Contingent Interest
	  	$	                     	 
	 Series 2018-1
Class A-2 Quarterly Post-ARD Contingent Interest
	  	$	                     	 
		
	 Outstanding Principal Balances
	  			
	 Series 2018-1
Class A-1 Outstanding Principal Amount
	  	$	                     	 
	 As of Prior Quarterly Payment Date
	  	$	                     	 
	 As of Current Quarterly Payment Date
	  	$	                     	 
	 Series 2018-1 L/C outstanding
	  			
	 As of Prior Quarterly Payment Date
	  	$	                     	 
	 As of Current Quarterly Payment Date
	  	$	                     	 
	 Series 2018-1
Class A-2 Outstanding Principal Amount
	  			
	 As of Prior Quarterly Payment Date
	  	$	                     	 
	 As of Current Quarterly Payment Date
	  	$	                     	 

  

															
	Covenants	  	 	 	  	 	 	  	 	 
	 Calculation of Senior ABS Leverage Ratio
	  				  				  			
		 	Senior ABS Leverage Ratio - Current Quarterly Collection Period	  	 	Net Debt	 	  	 
 
	LTM Net

Cash Flow
	 
  
	  	 
 
	Leverage

Ratio
	 

 

		 	Series 2018-1 Class A-2 Non-Amortization Test Threshold	  				  				  			
		 	Series 2018-1 Class A-2 Non-Amortization Test Compliance	  				  			
		 		  				  				  			
		 	Leverage Ratios for the Three preceding Quarterly Payment Dates	  	 	Net Debt	 	  	 
 
	LTM Net

Cash Flow
	 
  
	  	 
 
	Leverage

Ratio
	 

 



  














																	
	 Calculation of DSCR
	 				 				 			
		 	 Net Cash Flow for Current Quarterly Payment Date:
	  
	 				 			
		 	 Retained Collections for Quarterly Collection Period
	  
	 				 	$	                     	 
		 	         LESS:
	  	 Servicing Fees, Liquidation Fees and Workout Fees paid on each Interim Period during the Quarterly
Collection Period
	 				 				 	$	                     	 
		 		  	 Management Fees and Supplemental Management Fees paid on each Interim Period during the Quarterly
Collection Period
	 				 				 	$	                     	 
		 		  	 Securitization Operating Expenses paid on each Interim Period during the Quarterly Collection
Period
	 				 				 	$	                     	 
		 		  	 Class A-1 Notes Administrative Expenses paid during
Quarterly Collection Period
	 				 				 	$	                     	 
		 		  	 Amount by which equity contributions exceeds permitted Retained Collections Contributions
	 				 				 	$	                     	 
		 	 Net Cash Flow for Current Quarterly Collection Period (Adjusted for first
period)
	  
	 				 	$	                     	 
				
		 	 Net Cash Flow for three preceding Collection Periods
	  
	 				 			
		 		  		 				 				 	$	                     	 
		 		  		 				 				 	$	                     	 
		 		  		 				 				 	$	                     	 
		 	 Net Cash Flow for trailing twelve months (Adjusted for first period)
	  
	 				 	$	                     	 
		 	 Debt Service / Payments to Noteholders for Current Quarterly Payment
Date
	  
	 				 			
		 	 Series 2018-1
Class A-1 Quarterly Accrued Interest
	  
	 				 	$	                     	 
		 	 Series 2018-1
Class A-2 Quarterly Accrued Interest
	  
	 				 	$	                     	 
		 	 Series 2018-1
Class A-1 Accrued Quarterly Commitment Fees
	  
	 				 	$	                     	 
		 	 Total Interest and Commitment Fees Amount (Adjusted for first period)
	  
	 				 	$	                     	 
		 	 Series 2018-1 Senior Notes Scheduled Principal
Amount (without giving effect to any reductions available due to satisfaction of Non-Amortization Test)
	  
	 				 	$	                     	 
		 	 Total Quarterly Debt Service—Current Collection Period (Adjusted for first
period)
	  
	 				 	$	                     	 
	 	 	 	 	 	 	 	 	 	 
		 	 	 	 
	 	 	        Debt Service / Payments to Noteholders for three preceding Quarterly Payment Dates	 	Interest &
Commit Fees	 	 	Principal
Payments	 	 	Total Debt
Service	 
		 		  		 	$	                     	 	 	$	                     	 	 	$	                     	 
		 		  		 	$	                     	 	 	$	                     	 	 	$	                     	 
		 		  		 	$	                     	 	 	$	                     	 	 	$	                     	 
		 	 Total Debt Service / Payments to Noteholders
for trailing twelve months
	 	$	                     	 	 	$	                     	 	 	$	                     	 














									
		 	Debt Service Coverage Ratios for Current Quarter and Three Preceding Quarters	  	 Interest

Only DSCR
	  	DSCR
		 		  		  	 
		 	 	  	 	  	 


											
		 		  		 			
	 Potential Events
	  		 	 
 
	Event
 Occurred
	 
  

		 	 Potential Rapid Amortization Event
	  		 	 	                    	 
		 	 Potential Manager Termination Event
	  		 	 	                    	 
			
	 Cash Trapping Percentages
	  		 			
		 	Cash Trapping Percentage during Quarterly Collection Period	 	 	 	 
		 	Cash Trapping Percentage following Current Quarterly Payment Date	 	 	 	 
			
	 Cash Trap Release Amounts
	  		 			
		 	Cash Trapping Release Date—50%	  		 	 	 	 
		 	Cash Trapping Release Date—100%	  		 	 	 	 
		 	 Aggregate amount on deposit in the Cash Trap Reserve Account
	 			
		 	 (a) Aggregate amount on deposit from periods with a Cash Trapping Percentage equal to 50%
	 	$	                     	 
		 	 (b) Aggregate amount on deposit from periods with a Cash Trapping Percentage equal to 100%
	 	 	$                    	 
		 	 Cash Trapping Release Amount
	  		 	 	$                    	 
	 Asset Disposition Proceeds
	  		 			
		 	 Aggregate Asset Disposition Proceeds as of Prior Quarterly Payment Date
	 	 	$                    	 
		 		  	 Plus:        Permitted Asset Disposition
	  		 	 	$                    	 
		 		  	 Less:        Reinvested Asset Disposition
Proceeds
	  		 	 	$                    	 
		 		  	 Asset Disposition Proceeds Prepayments
	  		 	 	$                    	 
		 	 Aggregate Disposition Proceeds as of Current Quarterly Payment Date
	 	 	$                    	 
	 Series 2018-1 Prepayments
	  		 			
		 	 Amount of Series 2018-1 Class A-2 Notes to be prepaid on Quarterly Payment Date
	 	 	$                    	 
		 	 Series 2018-1
Class A-2 Make-Whole Prepayment Premium
	 	 	$                    	 














									
	Extension Periods	  	Commenced	 	  	Commence-
ment Date	 
	 Series 2018-1
Class A-1 renewal period
	  				  			

  

											
	Quarterly Allocation of Funds	  			
			
	 Funds Available
	 		  			
		
	 Quarterly Collection Period
	  			
		 	Retained Collections during Quarterly Collection Period	  	 	$                    	 
		 	Manager Advances	  	 	$                    	 

  

									
	 Triggers
	 		  	
		 	Series 2018-1 / Series 2018-1 Class A-2
Non-Amortization Test	  	 
		 		  	
		 	Series 2018-1 Class A-1 Amortization Period	  	 
		 	Cash Trapping Percentage	  	 
		 	Rapid Amortization Period	  	 


 

									
		
	Quarterly Collection Period	  	
		 	i	 		 	With respect to Indemnification, Asset Disposition and Insurance/Condemnation Payment Amounts (only):	  	
		 		 	A	 	Reimbursement of the Trustee, then to the Servicer for any Unreimbursed Advances	  	$                    
		 		 	B	 	Reimbursement of Manager Advances to the Manager	  	$                    
		 		 	C	 	Following Class A-1 Notes Renewal Date, to the Senior Notes Principal Payment Account to reduce Class A-1 Notes commitments	  	$                    
		 		 	D	 	To the Senior Notes Principal Payment Account to prepay all other Senior Notes except Class A-1 Notes	  	
		 		 		 	Pro rata Series 2018-1 Class A-2-I Notes	  	$                    
		 		 		 	Pro rata Series 2018-1 Class A-2-II Notes	  	$                    
		 		 	E	 	Provided (C) does not apply, to the Senior Notes Principal Payment Account to the Senior Notes Principal Payment Account, to reduce Class A-1 Notes commitments	  	$                    
		 		 	F	 	To the Senior Subordinated Notes Principal Payment Account	  	$                    
		 		 	G	 	To the Subordinated Notes Principal Payment Account	  	$                    
		 	ii	 	A	 	Reimbursement of Advances first to the Trustee, then to the Servicer for any unreimbursed Advances	  	$                    
		 		 	B	 	Reimbursement of Manager Advances to the Manager	  	$                    
		 		 	C	 	Servicing Fees, Liquidation Fees and Workout Fees to the Servicer	  	$                    
		 	iii	 		 	Successor Manager Transition Expenses	  	$                    
		 	iv	 		 	Management Fee to the Manager	  	$                    














															
	 v
	  				  				  	pro rata:	  			
		  	 	A	 	  				  	Capped Securitization Operating Expense Amount to the Securitization Operating Expense Account	  	$	                     	 
		  	 	B	 	  				  	Post-Default Capped Trustee Expenses Amount to the Trustee	  	$	                     	 
	 vi
	  	 	A	 	  				  	Senior Notes Accrued Quarterly Interest Amount to the Senior Notes Interest Payment Account:	  			
		  				  				  	First, for the Series 2018-1 Class A-1 Notes	  	$	                     	 
		  				  				  	Second, pro rata to the Series 2018-1 Class A-2-I Notes	  	$	                     	 
		  				  				  	Second, pro rata to the Series 2018-1 Class A-2-II Notes	  	$	                     	 
		  	 	B	 	  				  	Class A-1 Notes Accrued Quarterly Commitment Fee Amount to the Class A-1 Notes Commitment Fees Account	  	$	                     	 
		  	 	C	 	  				  	Series Hedge Payment Amount to the Hedge Payment Account	  	$	                     	 
	 vii
	  				  				  	Capped Class A-1 Notes Administrative Expense Amount to Class A-1 Administrative Agents	  	$	                     	 
	 viii
	  				  				  	Senior Subordinated Notes Accrued Quarterly Interest Amount to the Senior Subordinated Notes Interest Payment Account	  	$	                     	 
	 ix
	  				  				  	Senior Notes Interest Reserve Account Deficit Amount to the Senior Notes Interest Reserve Account	  	$	                     	 
	 x
	  				  	 	1	 	  	To the Senior Notes Principal Payment Account	  			
		  				  				  	Pro rata Series 2018-1 Class A-2-I Notes	  	$	                     	 
		  				  				  	Pro rata Series 2018-1 Class A-2-II Notes	  	$	                     	 
		  				  	 	2	 	  	Senior Notes Scheduled Principal Payment Deficiency Amount to the Senior Notes Principal Payment Account	  	$	                     	 
		  				  	 	3	 	  	Amounts that will become due under the Class A-1 NPA for the next period to the Senior Notes Principal Payment Account	  	$	                     	 
	 xi
	  				  				  	Supplemental Management Fee (including any unpaid or accrued amounts)	  	$	                     	 
	 xii
	  				  				  	If no Rapid Amortization Event has occurred and is continuing, following a Class A-1 Notes Renewal Event,	  			
		  				  				  	all amounts remaining on deposit in the Collection Account to the Senior Notes Principal Payment Account for the Class A-1 Notes	  	$	                     	 
	 xiii
	  				  				  	If no Rapid Amortization Event has occurred and is continuing, during a Cash Trapping Period, deposit of Cash Trapping Amount to the	  			
		  				  				  	Cash Trap Reserve Account	  	$	                     	 
	 xiv
	  				  				  	If a Rapid Amortization Event has occurred and is continuing, all amounts remaining on deposit in the Collection Account:	  			
		  	 	A	 	  				  	To the Senior Notes Principal Payment Account for the Class A Notes:	  			
		  				  				  	First, for the Series 2018-1 Class A-1 Notes	  	$	                     	 
		  				  				  	Second, pro rata to the Series 2018-1 Class A-2-I Notes	  	$	                     	 
		  				  				  	Second, pro rata to the Series 2018-1 Class A-2-II Notes	  	$	                     	 
		  	 	B	 	  				  	To the Senior Subordinated Notes Principal Payment Account for the Senior Subordinated Notes	  	$	                     	 
	 xv
	  				  				  	If no Rapid Amortization Event has occurred and is continuing, to the Senior Subordinated Notes Principal Payment Account:	  			
		  	 	1	 	  				  	Senior Subordinated Notes Accrued Quarterly Scheduled Principal Amount	  	$	                     	 
		  	 	2	 	  				  	Senior Subordinated Notes Quarterly Scheduled Principal Deficiency Amount	  	$	                     	 
	 xvi
	  				  				  	Excess Securitization Operating Expenses Amounts to the Securitization Operating Expense Account	  	$	                     	 
	 xvii
	  				  				  	Excess Class A-1 Notes Administrative Expenses Amounts to Class A-1 Administrative Agents	  	$	                     	 
	 xviii
	  				  				  	Class A-1 Notes Other Amounts to Class A-1 Administrative Agents	  	$	                     	 














											
	 xix
	  				  	Subordinated Notes Accrued Quarterly Interest Amount to the Subordinated Notes Interest Payment Account	  	$	                     	 
	 xx
	  				  	If no Rapid Amortization Event has occurred and is continuing, to the Subordinated Notes Principal Payment Account, Subordinated Notes Accrued Scheduled Principal Payments Amount and Subordinated Notes Scheduled Principal Payment
Deficiency Amount	  	$	                     	 
	 xxi
	  				  	If a Rapid Amortization Event has occurred and is continuing, all amounts remaining on deposit in the Collection Account to the Subordinated Notes Principal Payment Account for the Subordinated Notes	  	$	                     	 
	 xxii
	  				  	Senior Notes Accrued Quarterly Post-ARD Contingent Interest Amount to the Senior Notes Post-ARD Contingent Interest Account	  			
		  				  	First, for the Series 2018-1 Class A-1 Notes	  	$	                     	 
		  				  	Second, pro rata to the Series 2018-1 Class A-2-I Notes	  	$	                     	 
		  				  	Second, pro rata to the Series 2018-1 Class A-2-II Notes	  	$	                     	 
	 xxiii
	  				  	Senior Subordinated Notes Accrued Quarterly Post-ARD Contingent Interest Amount to the Senior Subordinated Notes Post-ARD	  			
		  				  	Contingent Interest Account	  	$	                     	 
	 xxiv
	  				  	Subordinated Notes Accrued Quarterly Post-ARD Contingent Interest Amount to the Subordinated Notes Post-ARD Contingent Interest Account	  	$	                     	 
	 xxv
	  	 	A	 	  	Series Hedge Payment Amount constituting a termination payment to the Hedge Payment Account	  	$	                     	 
		  	 	B	 	  	Other amounts payable to a Hedge Counterparty pursuant to Hedge Agreement to the Hedge Payment Account	  	$	                     	 
	 xxvi
	  				  	to allocate any unpaid premiums and make-whole prepayment premiums with respect to Senior Notes	  	$	                     	 
	 xxvii
	  				  	to allocate any unpaid premiums and make-whole prepayment premiums with respect to Senior Subordinated Notes	  	$	                     	 
	 xxviii
	  				  	to allocate any unpaid premiums and make-whole prepayment premiums with respect to Subordinated Notes	  	$	                     	 
	 xxix
	  				  	to make any other payments to or for the benefit of any Series of Notes as provided in the related Series Supplement	  	$	                     	 
	 xxx
	  				  	to pay the Residual Amount at the direction of the Master Issuer	  	$	                     	 
	 “Recapture” of prior period
Class A-1 Interest allocations
	  	$	                     	 
	 “Recapture” of prior period
Class A-1 Commitment Fee allocations
	  	$	                     	 
	 Transfer from Class A-1 Interest Account
to Class A-1 Commitment Fee Account
	  	$	                     	 
	 Transfer from Class A-1 Commitment Fee
Account to Class A-1 Interest Account
	  	$	                     	 














	
	 Allocations to Series the Notes


  

									
		 	 (a)
	  	Indemnification, Asset Disposition and Insurance/Condemnation Payments	  			
		 		  	 Allocated to Series 2018-1
Class A-1 Notes
	  	$	                     	 
		 		  	 Allocated to Series 2018-1
Class A-2 Notes
	  	$	                     	 
		 	 (b)
	  	Senior Notes Quarterly Interest Amount	  			
		 		  	 Allocated to Series 2018-1
Class A-1 Notes
	  	$	                     	 
		 		  	 Allocated to Series 2018-1
Class A-2 Notes
	  	$	                     	 
		 	 (c)
	  	Class A-1 Quarterly Commitment Fees	  			
		 		  	 Series 2018-1 Class A-1
Quarterly Commitment Fees
	  	$	                     	 
		 	 (d)
	  	Class A-1 Notes Administrative Expenses Amounts	  			
		 		  	 Series 2018-1 Class A-1 Notes
Administrative Expenses
	  	$	                     	 
		 	 (e)
	  	Senior Notes Accrued Scheduled Principal Payments Amount	  			
		 		  	 Allocated to Series 2018-1
Class A-2 Notes
	  	$	                     	 
		 	 (f)
	  	Allocation of Funds for Payment of Senior Notes during Class A-1 Notes Amortization Period	  			
		 		  	 Allocated to Series 2018-1
Class A-1 Notes
	  	$	                     	 
		 	 (g)
	  	Cash Trapping Amount	  			
		 		  	 Cash Trapping Amount
	  	$	                     	 
		 	 (h)
	  	Allocation of funds for payment of principal on Senior Notes during Rapid Amortization Period	  			
		 		  	 Allocated to Series 2018-1
Class A-1 Notes
	  	$	                     	 
		 		  	 Allocated to Series 2018-1
Class A-2 Notes
	  	$	                     	 
		 	 (i)
	  	Class A-1 Notes Other Amounts	  			
		 		  	 Series 2018-1 Class A-1 Other
Amounts
	  	$	                     	 
		 	 (j)
	  	Senior Notes Accrued Quarterly Post-ARD Interest Amount	  			
		 		  	 Allocated to Series 2018-1
Class A-1 Notes
	  	$	                     	 
		 		  	 Allocated to Series 2018-1
Class A-2 Notes
	  	$	                     	 
		 	 (k)
	  	Senior Notes Unpaid Premiums and Prepayment Consideration	  			
		 		  	 Series 2018-1 Unpaid Premiums and Prepayment Consideration
	  	$	                     	 

  

					
	 Reserve Accounts Related to the Notes
	  			
	 Interest Reserve Account
	  			
	 Available Senior Notes Interest Reserve Account Amount at beginning of Quarterly Collection Period
(including any Interest Reserve Letters of Credit)
	  	$	                     	 
	 Less Withdrawals / Decrease in Letter of Credit Related to:
	  			
	 the accrued and unpaid Senior Notes Quarterly Interest Amount
	  	$	                     	 














											
		 		 		 	the accrued and unpaid Class A-1 Quarterly Commitment Fee Amount	  	$	                     	 
		 		 		 	Amount withdrawn following Rapid Amortization Event	  	$	                     	 
		 		 		 	Withdrawal related to reduction in Senior Notes Interest Reserve Amount	  	$	                     	 
		 	Plus Deposits / Increase in Letter of Credit Related to:	  			
		 		 		 	Senior Notes Interest Reserve Account Deficit Amount deposited pursuant to (ix) of Priority of Payments	  	$	                     	 
		 		 		 		  			
		 		 		 		  			
		 	Available Interest Reserve Account Amount at end of Quarterly Collection Period (including any Interest Reserve Letters of Credit)	  	$	                     	 
	 Cash Trap Reserve Account
	  			
		 	Cash Trapping Amounts on deposit in Cash Trap Reserve Account at beginning of Quarterly Collection Period	  	$	                     	 
		 		 	Less Withdrawals Related to:	  			
		 		 		 	the accrued and unpaid Senior Notes Quarterly Interest Amount	  	$	                     	 
		 		 		 	the accrued and unpaid Class A-1 Quarterly Commitment Fee Amount	  	$	                     	 
		 		 		 	Cash Trapping Release Amount	  	$	                     	 
		 		 		 	Amount withdrawn following Rapid Amortization Event	  	$	                     	 
		 		 	Plus Deposits:	  			
		 		 		 	Cash Trapping Amounts deposited pursuant to (xiii) of Priority of Payments	  	$	                     	 
		 	Available Cash Trapping Amounts on deposit in Cash Trap Reserve Account at end of Interim Collection Period	  	$	                     	 
	 Working Capital Amounts
	  			
		 	Working Capital Reserve Amount	  			
		 	Securitized Corporate-Owned Store Working Capital Reserve Amounts	  	$	                     	 
		 	Equipment Distributor Working Capital Reserve Amounts	  	$	                     	 

  

	
	Manager Certification
	IN WITNESS HEREOF, the undersigned has duly executed and delivered this Quarterly Manager’s Certificate
	 this
                                         
                                         
                                         
                                         
            

	
	PLANET FITNESS HOLDINGS, LLC as Manager on behalf of the Issuer and certain subsidiaries thereto,
	
	 By:
                                         
                                         
                                         
                                         
            

	
	 Title: