EX-10.11





 Exhibit 10.11 

LTF HOLDINGS, INC. 
 2015
EQUITY INCENTIVE PLAN 
 1.    Purpose.  

The purpose of the Plan is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract,
retain and motivate persons who make (or are expected to make) important contributions to the Company by providing such persons with equity ownership opportunities and thereby better aligning the interests of such persons with those of the
Company’s stockholders. Capitalized terms used in the Plan are defined in Section 11 below. 

2.    Eligibility.  

Service Providers are eligible to be granted Awards under the Plan, subject to the limitations described herein. 

3.    Administration and Delegation.  

(a)    Administration. The Plan will be administered by the Administrator. The Administrator shall have authority
to determine which Service Providers will receive Awards, to grant Awards and to set all terms and conditions of Awards (including, but not limited to, vesting, exercise and forfeiture provisions). In addition, the Administrator shall have the
authority to take all actions and make all determinations contemplated by the Plan and to adopt, amend and repeal such administrative rules, guidelines and practices relating to the Plan as it shall deem advisable. The Administrator may correct any
defect or ambiguity, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem necessary or appropriate to carry the Plan and any Awards into effect, as determined by the Administrator.
The Administrator shall make all determinations under the Plan in the Administrator’s sole discretion and all such determinations shall be final and binding on all persons having or claiming any interest in the Plan or in any Award. 

(b)    Appointment of Committees. To the extent permitted by Applicable Laws, the Board may delegate any or all of
its powers under the Plan to one or more Committees (except as otherwise provided with respect to a specific Award in the applicable Award Agreement). The Board may abolish any Committee at any time and
re-vest in itself any previously delegated authority. 
 4.    Stock Available for
Awards. 
 (a)    Number of Shares; Shares Reserved for Specific Awards. Subject to adjustment under
Section 8 hereof, the aggregate number of shares of Common Stock subject to Awards under the Plan shall not exceed 2,679,500. Of such shares, (i) 938,800 shares of Common Stock shall be subject to an Option granted to the Chairman of the Board,
Chief Executive Officer and President of the Company on the Effective Date with the terms set forth in the Employment Agreement, (ii) 1,408,200 shares of Common Stock shall be reserved for future grants of Options to corporate office Employees
(other than the Chairman of the Board, Chief Executive Officer and President of the Company) and field/club Employees, and (iii) 332,500 shares of Common Stock shall be reserved for future grants of Restricted Stock to the Chairman of the Board,
Chief Executive Officer and President of the Company on the dates and with the terms set forth in the Employment Agreement. If any Award expires or lapses or is terminated, surrendered or canceled without having been fully exercised or is forfeited
in whole or in part (including as the result of shares of Common Stock subject to such Award being repurchased by the Company at or below the original issuance price), in any case in a manner that results in any shares of Common Stock covered by
such Award not being issued or being so reacquired by the Company, the 












 
unused Common Stock covered by such Award shall again be available for the grant of Awards under the Plan. Further, shares of Common Stock delivered (either by actual delivery or attestation) to
the Company by a Participant to satisfy the applicable exercise or purchase price of an Award and/or to satisfy any applicable tax withholding obligation (including shares retained by the Company from the Award being exercised or purchased and/or
creating the tax obligation) shall be added to the number of shares of Common Stock available for the grant of Awards under the Plan. However, in the case of Incentive Stock Options (as hereinafter defined), the foregoing provisions shall be subject
to any limitations under the Code. Shares of Common Stock issued under the Plan may consist in whole or in part of authorized but unissued shares, shares purchased on the open market or treasury shares. 

(b)    Substitute Awards. In connection with a merger or consolidation of an entity with the Company or the
acquisition by the Company of property or stock of an entity, the Administrator may grant Awards in substitution for any options or other stock or stock-based awards granted prior to such merger or consolidation by such entity or an affiliate
thereof. Substitute Awards may be granted on such terms as the Administrator deems appropriate in the circumstances, notwithstanding any limitations on Awards contained in the Plan. Substitute Awards shall not count against the overall share limit
set forth in Section 4(a) hereof, except as may be required by reason of Section 422 of the Code. 
 5.    Stock
Options.  
 (a)    General. The Administrator may grant Options to any Service Provider, subject to the
limitations on Incentive Stock Options described below. The Administrator shall determine the number of shares of Common Stock to be covered by each Option, the exercise price of each Option and the conditions and limitations applicable to the
exercise of each Option, including conditions relating to Applicable Laws, as it considers necessary or advisable. 

(b)    Incentive Stock Options. The Administrator may grant Options intended to qualify as Incentive Stock Options
only to employees of the Company, any of the Company’s present or future “parent corporations” or “subsidiary corporations” as defined in Sections 424(e) or (f) of the Code, respectively, and any other entities the
employees of which are eligible to receive Incentive Stock Options under the Code. All Options intended to qualify as Incentive Stock Options shall be subject to and shall be construed consistently with the requirements of Section 422 of the
Code. Neither the Company nor the Administrator shall have any liability to a Participant, or any other party, (i) if an Option (or any part thereof) which is intended to qualify as an Incentive Stock Option fails to qualify as an Incentive
Stock Option or (ii) for any action or omission by the Administrator that causes an Option not to qualify as an Incentive Stock Option, including without limitation, the conversion of an Incentive Stock Option to a Non-Qualified Stock Option or the grant of an Option intended as an Incentive Stock Option that fails to satisfy the requirements under the Code applicable to an Incentive Stock Option. Any Option that is intended
to qualify as an Incentive Stock Option, but fails to so qualify for any reason, including without limitation, the portion of any Option becoming exercisable in excess of the $100,000 limitation described in Treasury Regulation Section 1.422-4, shall be treated as a Non-Qualified Stock Option for all purposes. 

(c)    Exercise Price. The Administrator shall establish the exercise price of each Option and specify the exercise
price in the applicable Award Agreement. Unless otherwise determined by the Administrator and set forth in an applicable Award Agreement, the exercise price shall be not less than 100% of the Fair Market Value on the date the Option is granted. In
the case of an Incentive Stock Option granted to an employee who, at the time of grant of the Option, owns (or is treated as owning under Section 424 of the Code) stock representing more than 10% of the voting power of all classes of stock of
the Company (or a “parent corporation” or “subsidiary corporation” thereof within the meaning of Sections 424(e) or 424(f) of the Code, respectively), the per share exercise price shall be no less than 110% of the Fair
Market Value on the date the Option is granted (and in the case of an Incentive Stock Option granted to any other employee the exercise price shall be not less than 100% of the Fair Market Value on the date the Option is granted). 












 (d)    Duration of Options. Each Option shall be exercisable at
such times and subject to such terms and conditions as the Administrator may specify in the applicable Award Agreement, provided, that the term of any Option shall not exceed ten years. In the case of an Incentive Stock Option granted to an employee
who, at the time of grant of the Option, owns (or is treated as owning under Section 424 of the Code) stock representing more than 10% of the voting power of all classes of stock of the Company (or a “parent corporation” or
“subsidiary corporation” thereof within the meaning of Sections 424(e) or 424(f) of the Code, respectively), the term of the Option shall not exceed five years. 

(e)    Exercise of Option; Notification of Disposition. Options may be exercised by delivery to the Company of a
written notice of exercise, in a form approved by the Administrator (which may be an electronic form), signed by the person authorized to exercise the Option, together with payment in full (i) as specified in Section 5(f) hereof for the
number of shares for which the Option is exercised and (ii) as specified in Section 9(e) hereof for any applicable withholding taxes. Unless otherwise determined by the Administrator, an Option may not be exercised for a fraction of a
share of Common Stock. If an Option is designated as an Incentive Stock Option, the Participant shall give prompt notice to the Company of any disposition or other transfer of any shares of Common Stock acquired from the Option if such disposition
or transfer is made (1) within two years from the grant date with respect to such Option or (2) within one year after the transfer of such shares to the Participant (other than any such disposition made in connection with a Change in
Control). Such notice shall specify the date of such disposition or other transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by the Participant in such disposition or other transfer. 

(f)    Payment Upon Exercise. Common Stock purchased upon the exercise of an Option granted under the Plan shall be
paid for in cash or by check, payable to the order of the Company, or, to the extent permitted by the Administrator, by: 

(1)    (A) delivery of an irrevocable and unconditional undertaking by a broker acceptable to the Company
to deliver promptly to the Company sufficient funds to pay the exercise price and any required tax withholding, or (B) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to
the Company to deliver promptly to the Company cash or a check sufficient to pay the exercise price and any required tax withholding; 

(2)    delivery (either by actual delivery or attestation) of shares of Common Stock owned by the
Participant valued at their Fair Market Value, provided (A) such method of payment is then permitted under Applicable Laws, (B) such Common Stock, if acquired directly from the Company, was owned by the Participant for such minimum period
of time, if any, as may be established by the Company at any time, and (C) such Common Stock is not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements; 

(3)    surrendering shares of Common Stock then issuable upon exercise of the Option valued at their Fair
Market Value on the date of exercise; 
 (4)    delivery of a promissory note of the Participant to the
Company on terms determined by the Administrator; 
 (5)    delivery of property of any other kind which
constitutes good and valuable consideration as determined by the Administrator; or 












 (6)    any combination of the above permitted forms of
payment (including cash or check). 
 (g)    Early Exercise of Options. The Administrator may provide in the
terms of an Award Agreement that the Service Provider may exercise an Option in whole or in part prior to the full vesting of the Option in exchange for unvested shares of Restricted Stock with respect to any unvested portion of the Option so
exercised. Shares of Restricted Stock acquired upon the exercise of any unvested portion of an Option shall be subject to such terms and conditions as the Administrator shall determine. 

6.    Restricted Stock; Restricted Stock Units. 

(a)    General. The Administrator may grant Restricted Stock, or the right to purchase
Restricted Stock, to any Service Provider, subject to the right of the Company to repurchase all or part of such shares at their issue price or other stated or formula price from the Participant (or to require forfeiture of such shares if issued at
no cost) in the event that conditions specified by the Administrator in the applicable Award Agreement are not satisfied prior to the end of the applicable restriction period or periods established by the Administrator for such Award. In addition,
the Administrator may grant to Service Providers Restricted Stock Units, which may be subject to vesting and forfeiture conditions during applicable restriction period or periods, as set forth in an applicable Award Agreement. 

(b)    Terms and Conditions for All Restricted Stock and Restricted Stock Unit Awards. The Administrator shall
determine and set forth in the applicable Award Agreement the terms and conditions applicable to each Restricted Stock and Restricted Stock Unit Award, including the conditions for vesting and repurchase (or forfeiture) and the issue price, in each
case, if any.
 (c)    Additional Provisions Relating to Restricted Stock.

(1)    Dividends. Participants holding shares of Restricted Stock will be entitled to all ordinary
cash dividends paid with respect to such shares to the extent such dividends have a record date that is on or after the date on which the Participant to whom such Restricted Stock is granted becomes the record holder of such Restricted Stock, unless
otherwise provided by the Administrator in the applicable Award Agreement. In addition, unless otherwise provided by the Administrator, if any dividends or distributions are paid in shares, or consist of a dividend or distribution to holders of
Common Stock of property other than an ordinary cash dividend, the shares or other property will be subject to the same restrictions on transferability and forfeitability as the shares of Restricted Stock with respect to which they were paid. Each
dividend payment will be made as provided in the applicable Award Agreement, but in no event later than the end of the calendar year in which the dividends are paid to stockholders of that class of stock or, if later, the 15th day of the third month
following the later of (A) the date the dividends are paid to stockholders of that class of stock, and (B) the date the dividends are no longer subject to forfeiture.

(2)    Stock Certificates. The Company may require that any stock certificates issued in respect of
shares of Restricted Stock be deposited in escrow by the Participant, together with a stock power endorsed in blank, with the Company (or its designee). 

(d)    Additional Provisions Relating to Restricted Stock Units. 

(1)    Settlement. Upon the vesting of a Restricted Stock Unit, the Participant shall be entitled to
receive from the Company one share of Common Stock or an amount of cash or other property equal to the Fair Market Value of one share of Common Stock on the settlement date, as 












 
provided in the applicable Award Agreement. The Administrator may, in its discretion, provide that settlement of Restricted Stock Units shall occur upon or as soon as reasonably practicable after
the vesting of the Restricted Stock Units or shall instead be deferred, on a mandatory basis or at the election of the Participant, in a manner that complies with Section 409A.

(2)    Voting Rights. A Participant shall have no voting rights with respect to any Restricted Stock
Units unless and until shares are delivered in settlement thereof.
 (3)    Dividend Equivalents.
To the extent provided by the Administrator, a grant of Restricted Stock Units may provide a Participant with the right to receive Dividend Equivalents. Dividend Equivalents may be paid currently or credited to an account for the Participant, may be
settled in cash and/or shares of Common Stock and may be subject to the same restrictions on transfer and forfeitability as the Restricted Stock Units with respect to which the Dividend Equivalents are paid, as determined by the Administrator,
subject, in each case, to such terms and conditions as the Administrator shall establish and set forth in the applicable Award Agreement. 

7.    Other Stock-Based Awards.  

Other Stock-Based Awards may be granted hereunder to Participants, including, without limitation, Awards entitling Participants to receive
shares of Common Stock to be delivered in the future. Such Other Stock-Based Awards shall also be available as a form of payment in the settlement of other Awards granted under the Plan, as stand-alone payments and/or as payment in lieu of
compensation to which a Participant is otherwise entitled. Other Stock-Based Awards may be paid in shares of Common Stock, cash or other property, as the Administrator shall determine. Subject to the provisions of the Plan, the Administrator shall
determine the terms and conditions of each Other Stock-Based Award, including any purchase price, transfer restrictions, vesting conditions and other terms and conditions applicable thereto, which shall be set forth in the applicable Award
Agreement. 
 8.    Adjustments for Changes in Common Stock and Certain Other Events. 

(a)    In the event that the Administrator determines that any dividend or other distribution (whether in the form of
cash, Common Stock, other securities, or other property), stock split, spin-off, reorganization, merger, consolidation, combination, repurchase, recapitalization, liquidation, dissolution, or sale, transfer,
exchange or other disposition of all or substantially all of the assets of the Company, or sale or exchange of Common Stock or other securities of the Company, issuance of warrants or other rights to purchase Common Stock or other securities of the
Company, or other similar corporate transaction or event, as determined by the Administrator, affects the Common Stock such that an adjustment is determined by the Administrator to be appropriate in order to prevent dilution or enlargement of the
benefits or potential benefits intended by the Company to be made available under the Plan or with respect to any Award, then the Administrator may, in such manner as it may deem equitable, adjust any or all of: 

(1)    the number and kind of shares of Common Stock (or other securities or property) with respect to
which Awards may be granted or awarded (including, but not limited to, adjustments of the limitations in Section 4 hereof on the maximum number and kind of shares which may be issued); 

(2)    the number and kind of shares of Common Stock (or other securities or property) subject to
outstanding Awards; 
 (3)    the grant or exercise price with respect to any Award; and 












 (4)    the terms and conditions of any Awards
(including, without limitation, any applicable financial or other performance “targets” specified in an Award Agreement. 

(b)    In the event of any transaction or event described in Section 8(a) hereof (including without limitation any
Change in Control) or any unusual or nonrecurring transaction or event affecting the Company or the financial statements of the Company, or any change in any Applicable Laws or accounting principles, the Administrator, on such terms and conditions
as it deems appropriate, either by the terms of the Award or by action taken prior to the occurrence of such transaction or event and either automatically or upon the Participant’s request, is hereby authorized to take any one or more of the
following actions whenever the Administrator determines that such action is appropriate in order to (i) prevent dilution or enlargement of the benefits or potential benefits intended by the Company to be made available under the Plan or with
respect to any Award granted or issued under the Plan, (ii) to facilitate such transaction or event or (iii) give effect to such changes in Applicable Laws or accounting principles: 

(1)    To provide for the cancellation of any such Award in exchange for either an amount of cash or other
property with a value equal to the amount that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of the Participant’s rights under the vested portion of such Award, as applicable;
provided that, if the amount that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of the Participant’s rights, in any case, is equal to or less than zero, then the vested
portion of such Award may be terminated without payment; 
 (2)    To provide that such Award shall vest
and, to the extent applicable, be exercisable as to all shares covered thereby, notwithstanding anything to the contrary in the Plan or the provisions of such Award; 

(3)    To provide that such Award be assumed by the successor or survivor corporation, or a parent or
subsidiary thereof, or shall be substituted for by awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and applicable exercise or
purchase price, in all cases, as determined by the Administrator; 
 (4)    To make adjustments in the
number and type of shares of Common Stock (or other securities or property) subject to outstanding Awards, and/or in the terms and conditions of (including the grant or exercise price), and the criteria included in, outstanding Awards; and/or 

(5)    To replace such Award with other rights or property of substantially equivalent value selected by
the Administrator. 
 (c)    In connection with the occurrence of any Equity Restructuring, and notwithstanding anything
to the contrary in this Section 8, the Administrator will equitably adjust each outstanding Award, which adjustments may include adjustments to the number and type of securities subject to each outstanding Award and/or the exercise price or
grant price thereof, if applicable, the grant of new Awards to Participants, and/or the making of a cash payment to Participants, as the Administrator deems appropriate to reflect such Equity Restructuring. The adjustments provided under this
Section 8(c) shall be nondiscretionary and shall be final and binding on the affected Participant and the Company; provided that whether an adjustment is equitable shall be determined by the Administrator. 

(d)    In the event of any pending stock dividend, stock split, combination or exchange of shares, merger, consolidation
or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other change affecting the shares of Common Stock or the share price of the 












 
Common Stock, including any Equity Restructuring, for reasons of administrative convenience the Administrator may refuse to permit the exercise of any Award during a period of up to fifteen days
prior to the consummation of any such transaction. 
 9.    General Provisions Applicable to Awards.  

(a)    Transferability of Awards. Except as the Administrator may otherwise determine or provide in an Award
Agreement or otherwise, in any case, in accordance with Applicable Laws, Awards shall not be sold, assigned, transferred, pledged or otherwise encumbered by the person to whom they are granted, either voluntarily or by operation of law, except by
will or the laws of descent and distribution, and, during the life of the Participant, shall be exercisable only by the Participant. References to a Participant, to the extent relevant in the context, shall include references to authorized
transferees. 
 (b)    Documentation. Each Award shall be evidenced in an Award Agreement, which may be in such
form (written, electronic or otherwise) as the Administrator shall determine. Each Award may contain terms and conditions in addition to those set forth in the Plan. Unless otherwise determined by the Board, all shares of Common Stock issued under
the Plan shall be subject to the Stockholders Agreement. 
 (c)    Discretion. Except as otherwise provided by
the Plan, each Award may be made alone or in addition or in relation to any other Award. The terms of each Award to a Participant need not be identical, and the Administrator need not treat Participants or Awards (or portions thereof) uniformly.

 (d)    Termination of Status. The Administrator shall determine the effect on an Award of the disability,
death, retirement, authorized leave of absence or any other change or purported change in a Participant’s Service Provider status and the extent to which, and the period during which, the Participant, the Participant’s legal
representative, conservator, guardian or Designated Beneficiary may exercise rights under the Award, if applicable. 

(e)    Withholding. Each Participant shall pay to the Company, or make provision satisfactory to the Administrator
for payment of, any taxes required by law to be withheld in connection with Awards to such Participant no later than the date of the event creating the tax liability. Except as the Administrator may otherwise determine, all such payments shall be
made in cash or by certified check. Notwithstanding the foregoing, to the extent permitted by the Administrator, Participants may satisfy such tax obligations in whole or in part by delivery of shares of Common Stock, including shares retained from
the Award creating the tax obligation, valued at their Fair Market Value. Except as otherwise provided with respect to a specific Award in the applicable Award Agreement, the Company may, to the extent permitted by Applicable Laws, deduct any such
tax obligations from any payment of any kind otherwise due to a Participant. 
 (f)    Amendment of Award. The
Administrator may amend, modify or terminate any outstanding Award, including but not limited to, substituting therefor another Award of the same or a different type, changing the date of exercise or settlement, and converting an Incentive Stock
Option to a Non-Qualified Stock Option. The Participant’s consent to such action shall be required unless (i) the Administrator determines that the action, taking into account any related action,
would not materially and adversely affect the Participant, or (ii) the change is permitted under Section 8 and 10(f) hereof. 

(g)    Conditions on Delivery of Stock. The Company will not be obligated to deliver any shares of Common Stock
pursuant to the Plan or to remove restrictions from shares previously delivered under the Plan until (i) all conditions of the Award have been met or removed to the satisfaction of the Company, (ii) in the opinion of the Company’s
counsel, all other legal matters in connection with the 












 
issuance and delivery of such shares have been satisfied, including any applicable securities laws and any applicable stock exchange or stock market rules and regulations, (iii) the
Participant has entered into or become a party to the Stockholders Agreement with the Company pursuant to a joinder or other agreement in the form provided to the Participant by the Company, and (iv) the Participant has executed and delivered
to the Company such representations or agreements as the Administrator deems necessary or appropriate to satisfy the requirements of any Applicable Laws. The inability of the Company to obtain authority from any regulatory body having jurisdiction,
which authority is determined by the Administrator to be necessary to the lawful issuance and sale of any securities hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such
requisite authority shall not have been obtained. 
 (h)    Acceleration. The Administrator may at any time
provide that any Award shall become immediately vested and/or exercisable in full or in part, free of some or all restrictions or conditions, or otherwise realizable in full or in part, as the case may be. 

10.    Miscellaneous.  

(a)    No Right To Employment or Other Status. No person shall have any claim or right to be granted an Award, and
the grant of an Award shall not be construed as giving a Participant the right to continued employment or any other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its
relationship with a Participant free from any liability or claim under the Plan or any Award, except as expressly provided in an applicable Award Agreement. 

(b)    No Rights As Stockholder; Certificates. Subject to the provisions of the applicable Award Agreement, no
Participant or Designated Beneficiary shall have any rights as a stockholder with respect to any shares of Common Stock to be distributed with respect to an Award until becoming the record holder of such shares. Notwithstanding any other provision
of the Plan, unless otherwise determined by the Administrator or required by any Applicable Laws, the Company shall not be required to deliver to any Participant certificates evidencing shares of Common Stock issued in connection with any Award and
instead such shares of Common Stock may be recorded in the books of the Company (or, as applicable, its transfer agent or stock plan administrator). The Company may place legends on stock certificates issued under the Plan deemed necessary or
appropriate by the Administrator in order to comply with Applicable Laws. 
 (c)    Effective Date and Term of Plan.
The Plan shall become effective on the date on which it is adopted by the Board. No Awards shall be granted under the Plan after the completion of ten years from the earlier of (i) the date on which the Plan was adopted by the Board or
(ii) the date the Plan was approved by the Company’s stockholders, but Awards previously granted may extend beyond that date in accordance with the terms of the Plan. 

(d)    Amendment of Plan. The Administrator may amend, suspend or terminate the Plan or any portion thereof at any
time; provided that no amendment of the Plan shall materially and adversely affect any Award outstanding at the time of such amendment without the consent of the affected Participant; and provided, further, that no such
amendment of the Plan shall materially and adversely affect any Participant’s rights under the Stockholders Agreement. Awards outstanding under the Plan at the time of any suspension or termination of the Plan shall continue to be governed in
accordance with the terms of the Plan and the applicable Award Agreement, as in effect prior to such suspension or termination. The Board shall obtain stockholder approval of any Plan amendment to the extent necessary to comply with Applicable Laws.













 (e)    Provisions for Foreign Participants. The Administrator may
modify Awards granted to Participants who are foreign nationals or employed outside the United States or establish subplans or procedures under the Plan to address differences in laws, rules, regulations or customs of such foreign jurisdictions with
respect to tax, securities, currency, employee benefit or other matters. 

(f)    Section 409A. 

(1)    General. The Company shall undertake to administer, interpret and construe this Plan and any
Award Agreement in a manner that does not result in the imposition on a Participant of any additional tax, penalty or interest under Section 409A, and to comply with Section 409A to the extent applicable. Notwithstanding anything herein or
in any Award Agreement to the contrary, if the Company determines in good faith that any provision of an Award Agreement would cause a Participant to incur an additional tax, penalty or interest under Section 409A, the Company and such
Participant shall use reasonable efforts to reform such provision, if possible, in a mutually agreeable fashion to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of
Section 409A or causing the imposition of such additional tax, penalty or interest under Section 409A. Notwithstanding the foregoing, the Company makes no representations or warranties as to the tax treatment of any Award under
Section 409A or otherwise and the Company shall have no obligation under this Section 10(f) or otherwise to take any action (whether or not described herein) to avoid the imposition of taxes, penalties or interest under Section 409A
with respect to any Award and shall have no liability to any Participant or any other person if any Award, compensation or other benefits under the Plan are determined to constitute non-compliant,
“nonqualified deferred compensation” subject to the imposition of taxes, penalties and/or interest under Section 409A. 

(2)    Separation from Service. With respect to any Award that constitutes “nonqualified
deferred compensation” under Section 409A, any payment or settlement of such Award that is to be made upon a termination of a Participant’s Service Provider relationship shall, to the extent necessary to avoid the imposition of taxes
under Section 409A, be made only upon the Participant’s “separation from service” (within the meaning of Section 409A), whether such “separation from service” occurs upon or subsequent to the termination of the
Participant’s Service Provider relationship. For purposes of any such provision of this Plan or any Award Agreement relating to any such payments or benefits, references to a “termination,” “termination of employment” or
like terms shall mean “separation from service.” 
 (3)    Payments to Specified
Employees. Notwithstanding any contrary provision in the Plan or any Award Agreement, any payment(s) of “nonqualified deferred compensation” that are otherwise required to be made under an Award to a “specified employee” (as
defined under Section 409A and determined by the Administrator) as a result of his or her “separation from service” shall, to the extent necessary to avoid the imposition of taxes under Code Section 409A(a)(2)(B)(i), be delayed
until the expiration of the six-month period immediately following such “separation from service” (or, if earlier, until the date of death of the specified employee) and shall instead be paid (in a
manner set forth in the Award agreement) on the day that immediately follows the end of such six-month period or as soon as administratively practicable thereafter (without interest). Any payments of
“nonqualified deferred compensation” under such Award that are, by their terms, payable more than six months following the Participant’s “separation from service” shall be paid at the time or times such payments are
otherwise scheduled to be made. 
 (g)    Limitations on Liability. Notwithstanding any other provisions of the
Plan, no individual acting as a director, officer, other employee or agent of the Company will be liable to any Participant, 












 
former Participant, spouse, beneficiary, or any other person for any claim, loss, liability, or expense incurred in connection with the Plan or any Award, nor will such individual be personally
liable with respect to the Plan because of any contract or other instrument he or she executes in his or her capacity as an Administrator, director, officer, other employee or agent of the Company. The Company will indemnify and hold harmless each
director, officer, other employee and agent of the Company to whom any duty or power relating to the administration or interpretation of the Plan has been or will be granted or delegated, against any cost or expense (including attorneys’ fees)
or liability (including any sum paid in settlement of a claim with the Administrator’s approval) arising out of any act or omission to act concerning this Plan unless arising out of such person’s own fraud or bad faith.

(h)    Lock-Up Period. The Company may, at the request of any
representative of the underwriters or otherwise, in connection with any registration of the offering of any securities of the Company under the Securities Act, prohibit Participants from, directly or indirectly, selling or otherwise transferring any
shares of Common Stock or other securities of the Company during a period of up to one hundred eighty days following the effective date of a registration statement of the Company filed under the Securities Act. 

(i)    Data Privacy. As a condition of receipt of any Award, each Participant explicitly and unambiguously consents
to the collection, use and transfer, in electronic or other form, of personal data as described in this paragraph by and among, as applicable, the Company and its subsidiaries and affiliates for the exclusive purpose of implementing, administering
and managing the Participant’s participation in the Plan. The Company and its subsidiaries and affiliates may hold certain personal information about a Participant, including but not limited to, the Participant’s name, home address and
telephone number, date of birth, social security or insurance number or other identification number, salary, nationality, job title(s), any shares of stock held in the Company or any of its subsidiaries and affiliates, details of all Awards, in each
case, for the purpose of implementing, managing and administering the Plan and Awards (the “Data”). The Company and its subsidiaries and affiliates may transfer the Data amongst themselves as necessary for the purpose of
implementation, administration and management of a Participant’s participation in the Plan, and the Company and its subsidiaries and affiliates may each further transfer the Data to any third parties assisting the Company in the implementation,
administration and management of the Plan. These recipients may be located in the Participant’s country, or elsewhere, and the Participant’s country may have different data privacy laws and protections than the recipients’ country.
Through acceptance of an Award, each Participant authorizes such recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Participant’s
participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom the Company or the Participant may elect to deposit any shares of Common Stock. The Data related to a Participant
will be held only as long as is necessary to implement, administer, and manage the Participant’s participation in the Plan. A Participant may, at any time, view the Data held by the Company with respect to such Participant, request additional
information about the storage and processing of the Data with respect to such Participant, recommend any necessary corrections to the Data with respect to the Participant or refuse or withdraw the consents herein in writing, in any case without
cost, by contacting his or her local human resources representative. The Company may cancel Participant’s ability to participate in the Plan and, in the Administrator’s discretion, the Participant may forfeit any outstanding Awards if the
Participant refuses or withdraws his or her consents as described herein. For more information on the consequences of refusal to consent or withdrawal of consent, Participants may contact their local human resources representative. 

(j)    Severability. In the event any portion of the Plan or any action taken pursuant thereto shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provisions had not been included, and the illegal or invalid
action shall be null and void. 












 (k)    Governing Documents. In the event of any contradiction
between the Plan and any Award Agreement or any other written agreement between a Participant and the Company or any subsidiary of the Company that has been approved by the Administrator, the terms of the Plan shall govern, unless it is expressly
specified in such Award Agreement or other written document that a specific provision of the Plan shall not apply. In the event of any contradiction between the Plan or any Award Agreement and Stockholders Agreement, the terms of the Stockholders
Agreement shall govern, unless it is expressly specified in the Plan or such Award Agreement that a specific provision of the Stockholders Agreement shall not apply. 

(l)    Submission to Jurisdiction; Waiver of Jury Trial. By accepting an Award, each Participant irrevocably and
unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of Delaware and of the United States of America, in each case located in the State of Delaware, for any action arising out of or relating to the Plan (and
agrees not to commence any litigation relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to the address contained in the records of the Company shall be
effective service of process for any litigation brought against it in any such court. By accepting an Award, each Participant irrevocably and unconditionally waives any objection to the laying of venue of any litigation arising out of Plan or Award
hereunder in the courts of the State of Delaware or the United States of America, in each case located in the State of Delaware, and further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such
litigation brought in any such court has been brought in an inconvenient forum. Except as otherwise provided with respect to a specific Award in the applicable Award Agreement, by accepting an Award, each Participant irrevocably and unconditionally
waives, to the fullest extent permitted by applicable law, any and all rights to trial by jury in connection with any litigation arising out of or relating to the Plan or any Award hereunder. 

(m)    Governing Law. The provisions of the Plan and all Awards made hereunder shall be governed by and interpreted
in accordance with the laws of the State of Delaware, disregarding choice-of-law principles of the law of any state that would require the application of the laws of a
jurisdiction other than such state. 
 (n)    Restrictions on Shares. Shares of Common Stock acquired in respect
of Awards shall be subject to such terms and conditions as the Administrator shall determine, including, without limitation, restrictions on the transferability of shares of Common Stock, the right of the Company to repurchase shares of Common
Stock, the right of the Company to require that shares of Common Stock be transferred in the event of certain transactions, tag-along rights, bring-along rights, redemption and
co-sale rights and voting requirements. Such terms and conditions may be additional to those contained in the Plan and the Stockholders Agreement and may, as determined by the Administrator, be contained in
the applicable Award Agreement or in an exercise notice, additional stockholders’ agreement or in such other agreement as the Administrator shall determine, in each case in a form determined by the Administrator. The issuance of such shares of
Common Stock shall be conditioned on the Participant’s consent to such terms and conditions and the Participant’s entering into such agreement or agreements. 

(o)    Titles and Headings. The titles and headings of the Sections in the Plan are for convenience of
reference only and, in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control. 

(p)    Conformity to Securities Laws. Each Participant acknowledges that the Plan is intended to conform to the
extent necessary with all provisions of the Securities Act and the Exchange Act and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder, and state securities laws and regulations. Notwithstanding
anything herein to the contrary, the Plan and all 












 
Awards granted hereunder shall be administered only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by Applicable Laws, the Plan and all Award
Agreements shall be deemed amended to the extent necessary to conform to such laws, rules and regulations. 

11.    Definitions. As used in the Plan, the following words and phrases shall have the following meanings: 

(a)    “Administrator” means the Board or, except as otherwise provided with respect to a specific
Award in the applicable Award Agreement, a Committee to the extent that the Board’s powers or authority under the Plan have been delegated to such Committee. 

(b)    “Applicable Laws” means the requirements relating to the administration of equity incentive
plans under U.S. federal and state securities, tax and other applicable laws, rules and regulations, the applicable rules of any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws and rules of
any foreign country or other jurisdiction where Awards are granted or issued under the Plan. 

(c)    “Award” means, individually or collectively, a grant under the Plan of Options, Restricted
Stock, Restricted Stock Units or Other Stock-Based Awards. 
 (d)    “Award Agreement” means a
written agreement evidencing an Award, which agreements may be in electronic medium and shall contain such terms and conditions with respect to an Award as the Administrator shall determine, consistent with and subject to the terms and conditions of
the Plan. 
 (e)    “Board” means the Board of Directors of the Company. 

(f)    “Cause,” with respect to a Participant, shall have the meaning set forth in any written
employment agreement to which such Participant is a party, provided, however, that if such written employment agreement does not exist (or if such written agreement exists, but does not contain such definition), then “Cause”
shall mean the occurrence of any of the following events during the term of such Participant’s employment with the Company and its subsidiaries: (i) willful and deliberate acts of dishonesty, fraud or unlawful behavior against or at the
expense of the Company or any of its affiliates; (ii) commission or conviction of, or plea of nolo contendere to, any felony or crime of moral turpitude; (iii) gross negligence or willful misconduct in the performance of such
Participant’s duties as an employee or director of the Company or any of its affiliates; (iv) refusal to substantially perform, or persistent neglect of, such Participant’s duties and responsibilities to the Company or any of its
affiliates or chronic unapproved absenteeism; (v) inability of such Participant to perform his or her duties at a level commensurate with his or her position; (vi) reporting to the workplace under the influence of alcohol or illegal drugs
or the use of illegal drugs (whether or not at the workplace); or (vii) breach of any material term(s) or material condition(s) of the Plan, the Stockholders Agreement, any Award Agreement or any other agreement between such Participant and the
Company or any of its affiliates, provided that, the events described in subsection (iv) and (v) shall not constitute “Cause” unless the Chief Executive Officer or President of the Company notifies such Participant of the events
deemed to constitute Cause and such Participant fails to correct such events within 15 business days after written notice is given. 

(g)    “Change in Control” means (i) the sale of all or substantially all of the assets of
the Company and its subsidiaries, on a consolidated basis, to any other person or entity (other than the Company or any of its subsidiaries, any of the Principal Stockholders, or any employee benefit plan maintained by the Company or any of its
subsidiaries), or (ii) a change in beneficial ownership or control of the Company effected through a transaction or series of transactions (other than an offering of common stock or other securities to the general public through a registration
statement filed with the Securities and 












 
Exchange Commission) whereby any “person” or related “group” of “persons” (as such terms are used in Section 13(d) and 14(d)(2) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”)) (other than the Company, any of its subsidiaries, any Principal Stockholder, or any employee benefit plan maintained by the Company or any of its subsidiaries), directly or indirectly acquires
beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than 50% of the total combined voting power of the Company’s securities
outstanding immediately after such acquisition. Notwithstanding the foregoing, if a Change in Control would give rise to a payment or settlement event with respect to any Award that constitutes “nonqualified deferred compensation,” the
transaction or event constituting the Change in Control must also constitute a “change in control event” (as defined in Treasury Regulation §1.409A-3(i)(5)) in order to give rise to the payment
or settlement event for such Award, to the extent required by Section 409A. 

(h)    “Code” means the Internal Revenue Code of 1986, as amended, and the regulations issued
thereunder. 
 (i)    “Committee” means one or more committees or subcommittees of the
Board, which may be comprised of one or more directors and/or executive officers of the Company, in either case, to the extent permitted in accordance with Applicable Laws. 

(j)    “Common Stock” means the common stock, $0.01 par value per share, of the Company. 

 (k)    “Company” means LTF Holdings, Inc., a Delaware corporation, or any successor thereto.
Except where the context otherwise requires, the term “Company” includes any of the Company’s present or future parent or subsidiary corporations as defined in Sections 424(e) or (f) of the Code and any other business
venture (including, without limitation, joint venture or limited liability company) in which the Company has a significant interest, as determined by the Administrator. 

(l)    “Consultant” means any person, including any advisor, engaged by the Company or a
parent or subsidiary of the Company to render services to such entity if: (i) the consultant or adviser renders bona fide services to the Company; (ii) the services rendered by the consultant or advisor are not in connection with
the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company’s securities; and (iii) the consultant or advisor is a natural person, or such other advisor or
consultant as is approved by the Administrator. 
 (m)    “Designated Beneficiary” means
the beneficiary or beneficiaries designated, in a manner determined by the Administrator, by a Participant to receive amounts due or exercise rights of the Participant in the event of the Participant’s death or incapacity In the absence of an
effective designation by a Participant, “Designated Beneficiary” shall mean the Participant’s estate. 

(n)    “Director” means a member of the Board. 

(o)    “Disability” means a permanent and total disability within the meaning of
Section 22(e)(3) of the Code, as it may be amended from time to time. 
 (p)    “Dividend
Equivalents” means a right granted to a Participant pursuant to Section 6(d)(3) hereof to receive the equivalent value (in cash or shares of Common Stock) of dividends paid on shares of Common Stock. 

(q)    “Effective Date” means the date on which the Plan becomes effective in accordance with
Section 10(c) hereof. 












 (r)    “Employee” means any person, including
officers and Directors, employed by the Company (within the meaning of Section 3401(c) of the Code) or any parent or subsidiary of the Company. 

(s)    “Equity Restructuring” means, as determined by the Administrator, a non-reciprocal transaction between the Company and its stockholders, such as a stock dividend, stock split, spin-off or recapitalization through a large, nonrecurring cash
dividend, that affects the shares of Common Stock (or other securities of the Company) or the share price of Common Stock (or other securities of the Company) and causes a change in the per share value of the Common Stock underlying outstanding
Awards. 
 (t)    “Employment Agreement” means the Executive Employment Agreement dated
October 6, 2015 among the Company, Life Time Fitness, Inc. and Bahram Akradi. 
 (u)    “Exchange
Act” means the Securities Exchange Act of 1934, as amended. 
 (v)    “Fair Market
Value” means, as of any date, the value of a share of Common Stock determined as follows: (i) if the Common Stock is listed on any established stock exchange, its Fair Market Value shall be the closing sales price for such Common
Stock as quoted on such exchange for such date, or if no sale occurred on such date, the first market trading day immediately prior to such date during which a sale occurred, as reported in The Wall Street Journal or such other source as the
Administrator deems reliable; (ii) if the Common Stock is not traded on a stock exchange but is quoted on a national market or other quotation system, the last sales price on such date, or if no sales occurred on such date, then on the date
immediately prior to such date on which sales prices are reported, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or (iii) in the absence of an established market for the Common Stock, the Fair
Market Value thereof shall be determined by the Administrator in its sole discretion. 
 (w)    “Incentive
Stock Option” means an “incentive stock option” as defined in Section 422 of the Code. 

(x)    “Non-Qualified Stock Option” means an Option
that is not intended to be or otherwise does not qualify as an Incentive Stock Option. 

(y)    “Option” means an option to purchase Common Stock. 

(z)    “Other Stock-Based Awards” means other Awards of shares of Common Stock, and other Awards
that are valued in whole or in part by reference to, or are otherwise based on, shares of Common Stock or other property. 

(aa)    “Participant” means a Service Provider who has been granted an Award under the Plan. 

(bb)    “Plan” means this LTF Holdings, Inc. 2015 Equity Incentive Plan. 

(cc)    “Principal Stockholders” means Green Equity Investors VI, L.P., Green Equity Investors
Side VI, L.P., and TPG Partners VII, L.P. and any of their respective affiliates. 
 (dd)    “Publicly Listed
Company” means that the Company or its successor (i) is required to file periodic reports pursuant to Section 12 of the Exchange Act and (ii) the Common Stock is listed on one or more National Securities Exchanges (within
the meaning of the Exchange Act) or is quoted on NASDAQ or a successor quotation system. 












 (ee)    “Restricted Stock” means Common Stock
awarded to a Participant pursuant to Section 6 hereof that is subject to certain vesting conditions and other restrictions. 

(ff)    “Restricted Stock Unit” means an unfunded, unsecured right to receive, on the applicable
settlement date, one share of Common Stock or an amount in cash or other consideration determined by the Administrator equal to the value thereof as of such payment date, which right may be subject to certain vesting conditions and other
restrictions. 
 (gg)    “Section 409A” means Section 409A
of the Code and all regulations, guidance, compliance programs and other interpretative authority thereunder. 

(hh)    “Securities Act” means the Securities Act of 1933, as amended from time to time. 

(ii)    “Service Provider” means an Employee, Consultant or Director. 

(jj)    “Stockholders Agreement” means that certain Stockholders Agreement, dated as of
June 10, 2015, by and among the Company, Green LTF Holdings II, LP, LTF Coinvest LP, TPG VII Magni SPV, L.P., TPG VII Magni Co-Invest, L.P., LNK Partners II, L.P., LNK Partners II (Parallel), L.P. and the
persons listed on Schedule 1 attached thereto, as may be amended from time to time. 

(kk)    “Termination of Service” means the date the Participant ceases to be a Service Provider.













 LTF HOLDINGS, INC. 

2015 EQUITY INCENTIVE PLAN 

CALIFORNIA SUPPLEMENT 

The Administrator has adopted this supplement for purposes of satisfying the requirements of Section 25102(o) of the California
Corporations Code and the regulations issued thereunder (“Section 25102(o)”). Notwithstanding anything to the contrary contained in the Plan and except as otherwise determined by the
Administrator, the provisions set forth in this supplement shall apply to all Awards granted under the Plan to a Participant who is a resident of the State of California on the date of grant (a “California Participant”) and
which are intended to be exempt from registration in California pursuant to Section 25102(o). This supplement shall not apply to Awards granted to California Participants or after the date on which the Company becomes a Publicly Listed Company.
Definitions in the Plan are applicable to this supplement. 
 1.    Additional Limitations On Options.  

(a)    Maximum Duration of Options.     No Options granted to California Participants will be
granted for a term in excess of 10 years. 
 (b)    Minimum Exercise Period Following Termination.
    Unless a California Participant’s Service Provider relationship is terminated for Cause, in the event of termination of such Participant’s Service Provider relationship, to the extent required by Applicable Law,
he or she shall have the right to exercise an Option, to the extent that he or she was otherwise entitled to exercise such Option on the date employment terminated, as follows: (i) at least six months from the date of termination, if
termination was caused by such Participant’s death or Disability and (ii) at least 30 days from the date of termination, if termination was caused other than by such Participant’s death or Disability. 

2.    Additional Limitations     For Restricted Stock Awards, Restricted Stock Units and Other Stock-Based
Awards. The terms of all Restricted Stock Awards, Restricted Stock Units and Other Stock-Based Awards granted to California Participants shall comply, to the extent applicable, with Section 260.140.41 or Section 260.140.42 of the
California Code of Regulations. 
 3.    Adjustments.     The Administrator will make such adjustments to an
Award held by a California Participant as may be required by Section 260.140.41 or Section 260.140.42 of the California Code of Regulation. 

4.    Additional Requirement To Provide Information To California Participants.     To the extent
required by Section 260.140.46 of the California Code of Regulations, the Company shall provide to each California Participant and to each California Participant who acquires Common Stock pursuant to the Plan, not less frequently than annually,
copies of annual financial statements (which need not be audited). The Company shall not be required to provide such statements to key persons whose duties in connection with the Company assure their access to equivalent information. In addition,
this information requirement shall not apply to the Plan to the extent that it complies with all conditions of Rule 701 of the Securities Act (“Rule 701”) as determined by the Administrator; provided that for purposes of
determining such compliance, any registered domestic partner shall be considered a “family member” as that term is defined in Rule 701. 












 5.    Stockholder Approval; Additional Limitations On Timing Of Awards.
    The Plan will be submitted for the approval of the Company’s stockholders within twelve (12) months after the date of the Board’s adoption of the Plan. Awards may be granted or awarded prior to such
stockholder approval; provided that no Award granted to a California Participant shall become exercisable, vested or realizable, as applicable to such Award, unless the Plan has been approved by the Company’s stockholders within twelve
months before or after the date the Plan was adopted by the Administrator; and provided, further, that if such approval has not been obtained at the end of said twelve month period, all Awards previously granted or awarded under the Plan to
California Participants shall thereupon be canceled and become null and void. 












 AMENDMENT TO THE LTF HOLDINGS, INC. 2015 EQUITY INCENTIVE PLAN 

This Amendment to the LTF Holdings, Inc. 2015 Equity Incentive Plan (as amended from time to time, the “Plan”) was adopted by
the Board of Directors of LTF Holdings, Inc., a Delaware corporation (the “Company”), effective as of April 20, 2021 (the “Amendment Date”), in accordance with Section 10(d) of the Plan: 

1.    Section 4(a) of the Plan shall be amended to read in its entirety as follows: 

“4.    Stock Available for Awards. 

(a)     Number of Shares; Shares Reserved for Specific Awards.     Subject to
adjustment under Section 8 hereof, the aggregate number of shares of Common Stock subject to Awards under the Plan shall not exceed 30,645,618, plus an annual increase on the first day of each calendar year beginning on January 1, 2022 and
ending on and including January 1, 2025, by a number equal to 1.5% of the fully diluted shares of Common Stock outstanding on the last day of the immediately preceding fiscal year; provided, however, no more than 26,795,000
shares may be issued upon the exercise of Incentive Stock Options (as hereinafter defined); provided, further, that no annual increase shall occur on or after the Company (or its successor) becomes a Publicly Listed Company. If any
Award expires or lapses or is terminated, surrendered or canceled without having been fully exercised or is forfeited in whole or in part (including as the result of shares of Common Stock subject to such Award being repurchased by the Company at or
below the original issuance price), in any case in a manner that results in any shares of Common Stock covered by such Award not being issued or being so reacquired by the Company, the unused Common Stock covered by such Award shall again be
available for the grant of Awards under the Plan. Further, shares of Common Stock delivered (either by actual delivery or attestation) to the Company by a Participant to satisfy the applicable exercise or purchase price of an Award and/or to satisfy
any applicable tax withholding obligation (including shares retained by the Company from the Award being exercised or purchased and/or creating the tax obligation) shall be added to the number of shares of Common Stock available for the grant of
Awards under the Plan. However, in the case of Incentive Stock Options, the foregoing provisions shall be subject to any limitations under the Code. Shares of Common Stock issued under the Plan may consist in whole or in part of authorized but
unissued shares, shares purchased on the open market or treasury shares.” 
 2.     Except as specifically provided
for in this Amendment, the terms of the Plan shall be unmodified and shall remain in full force and effect. 
 * * * * *