would cause the application of the laws of
any jurisdiction other than the State of New York, and the obligations, rights
and remedies of the parties hereto shall be determined in accordance with such
law.
xxi
ALL PARTIES HEREUNDER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY
RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED
HEREON OR ON THE SERIES 2018-1 CLASS A-1 NOTE PURCHASE AGREEMENT, OR ARISING OUT
OF, UNDER, OR IN CONNECTION WITH, THIS INVESTOR GROUP SUPPLEMENT OR THE SERIES
2018-1 CLASS A-1 NOTE PURCHASE AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE PARTIES IN
CONNECTION HEREWITH OR THEREWITH. ALL PARTIES ACKNOWLEDGE AND AGREE THAT THEY
HAVE RECEIVED FULL AND SIGNIFICANT CONSIDERATION FOR THIS PROVISION AND THAT
THIS PROVISION IS A MATERIAL INDUCEMENT FOR ALL PARTIES TO ENTER INTO THIS
INVESTOR GROUP SUPPLEMENT.
IN WITNESS WHEREOF, the parties hereto have caused this Investor Group
Supplement to be executed by their respective duly authorized officers as of the
date first set forth above.
[
], as Transferor Investor Group By:
Name:
Title [
], as Acquiring Investor Group By:
Name:
Title [
], as Funding Agent By:
Name:
Title
xxii
CONSENTED AND ACKNOWLEDGED BY THE MASTER ISSUER: PLANET FITNESS MASTER ISSUER
LLC, as Master Issuer By:
Name:
Title
xxiii
CONSENTED BY: ING CAPITAL LLC, as Swingline Lender By:
Name:
Title By:
Name:
Title ING CAPITAL LLC, as L/C Provider By:
Name:
Title By:
Name:
Title
xxiv
SCHEDULE I TO
INVESTOR GROUP SUPPLEMENT
LIST OF ADDRESSES FOR NOTICES
AND OF COMMITMENT AMOUNTS
[
], as
Transferor Investor Group
Prior Commitment Amount:
$[
]
Revised Commitment Amount:
$[
] Prior Maximum Investor
Group Principal Amount:
$[
] Revised Maximum Investor
Group Principal Amount:
$[
]
[
], as
Acquiring Investor Group
Address:
Attention:
Telephone:
Facsimile:
Purchased Percentage of Transferor Investor Group's Commitment:
[
]% Prior Commitment Amount:
$[
] Revised Commitment Amount:
$[
] Prior Maximum Investor Group Principal Amount:
$[
] Revised Maximum Investor Group Principal Amount:
$[
]
[
],
as related Funding Agent
Address: Attention:
Telephone:
Facsimile:
xxv
EXHIBIT D TO CLASS A-1
NOTE PURCHASE AGREEMENT
[FORM OF PURCHASER'S LETTER]
[INVESTOR]
[INVESTOR ADDRESS]
Attention: [INVESTOR CONTACT]
[Date]
Ladies and Gentlemen:
Reference is hereby made to the Class A-1 Note Purchase Agreement dated July 19,
2018 (the "NPA") relating to the offer and sale (the "Offering") of up to
$75,000,000 of Series 2018-1 Variable Funding Senior Notes, Class A-1 (the
"Securities") of PLANET FITNESS MASTER ISSUER LLC (the "Master Issuer"). The
Offering will not be required to be registered with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended (the "Act") under
an exemption from registration granted in Section 4(a)(2) of the Act. ING
CAPITAL LLC is acting as administrative agent (the "Administrative Agent") in
connection with the Offering. Unless otherwise defined herein, capitalized terms
have the definitions ascribed to them in the