Bylaws of the INSERT NAME Planet Fitness Advertising Cooperative Initiative

Bylaws of the [INSERT NAME] – Planet Fitness Advertising Cooperative Initiative

Section I -- Definitions

A.“ACH” shall mean Automated Clearing House, an electronic network for financial transactionsin the United States; ACH processes large volumes of credit and debit transactions in batches.

B.“[INSERT NAME] – Planet Fitness Advertising Cooperative” shall mean the group of Planet Fitness Clubs in the Cooperative Area (hereinafter referred to as “Association”).

C.“Confidential Information” shall mean all information disclosed by or on behalf of Franchisor(including that of all subsidiaries and affiliates) including, without limitation, Franchisor lists and other Franchisor data, business volumes or usage, financial information and analyses, fee structure and other pricing information, information related to software, software documentation, manuals, formulas, trade secrets, security procedures, information concerning business plans or business strategy, presentations, proposals, and any and all information about Franchisor’s customers and their affairs and all information received by Franchisor from any third party with any understanding, express or implied, that the information would not be disclosed, whether written or in machine-readable form, or disclosed orally or visually to the Association, as well as all analyses, compilations, studies or other documents prepared by or at the direction of the Association which contain or otherwise reflect such information.

D.“Cooperative Area” shall mean the geographic or market area designated in Section III.A of these Bylaws.

E.“Cooperative Initiative” shall mean the cooperative marketing campaign.

F.“Effective Date” shall mean the date on which these bylaws become effective.

G.“Franchisee Member” shall mean a Member (other than Franchisor)that has a franchise agreement with Franchisor.

H.“Franchisor” shall mean Pla-Fit Franchise, LLC and its affiliates.

I.“Grand Opening” shall mean the date on which a Planet Fitness Club opens for business and can be used by that Planet Fitness Club’s members.

J.“Manager” shall mean the individual or group of individuals elected by the Association and approved by Franchisor. Such election shall be conducted in a way determined by the Association. Notwithstanding anything to the contrary in these Bylaws, certain duties and tasks attributed to the Manager may, with the approval of Franchisor, be performed by a single or multiple outside marketing agencies, as orchestrated by the Manager. Notwithstanding the foregoing, under no circumstances shall the Manager have ownership or legal affiliation in any agency, contractor or business that provides services to the Association.

K. “Marketing Plan” shall mean the Association’s annual marketing plan (including any related budget identifying all types of expenditures under such plan) developed by the Manager, as described in Section VII.A of these Bylaws. In addition to the aforementioned marketing plan it is recognized that the Franchisor will develop its own marketing plan pursuant to the Franchise Agreement. Accordingly, net expenditures under both marketing plans shall not exceed the contribution requirements of the Franchise Agreement.

L.“Member” shall mean each Planet Fitness Club designated as a member of the Association in Section III.A of these Bylaws.

M.“Member in Good Standing” shall mean a Member in compliance with these Bylaws and, if a Franchisee Member, substantially in compliance with all terms of such Member’s franchise agreement and all other agreements between Franchisor and the Member. Any Franchisee Member in receipt of an uncured notice of default (i.e., that has not been cured during the applicable cure period, if any) from Franchisor under such Member’s franchise agreement or any other agreement between Franchisor and the Member shall not be a Member in Good Standing under these Bylaws.

N.“Non-Disclosure Agreement” shall mean an agreement detailing the confidentiality of information that may, from time to time, be shared by and among Franchisor and Members with non-Members and other third parties; such Non-Disclosure Agreement shall be mutually approved by Franchisor and the Association.

O.“Planet Fitness Club(s)” shall mean a single or a group of Planet Fitness fitness facilities in the Cooperative Area.

P.“Representative” shall mean the natural person designated by each Member to act on behalf of such Member.

Section II -- Formation of Association

A.Purpose and Authority.

1.Purpose. These Bylaws have been adopted for the purpose of regulating and managing the Association’s affairs. The Association has been organized for the exclusive purpose of administering advertising programs and developing, subject to Franchisor’s approval, promotional materials for use by the Members. Franchisor shall not gain any additional control, power, or rights via these Bylawsbeyond rights already existing via the franchise agreementsunless the Bylaws are amended to include additional control, power, or rights.

2.Franchisor’s Right to Terminate. Franchisor, upon sixty (60) days written notice to the Association, may terminate the Association at any time.

3.Authority; Expenditure of Association’s monies. The Association shall have the power to perform only such acts as are authorized by these Bylaws and such other acts as are incidental and necessary to achieve the Association’s purpose as described herein. The Association shall spend monies for any lawful purpose in furtherance of the Association’s purpose in accordance with the Marketing Plan.

4.Management of Association. To ensure the timely, effective, and efficient collection and use of the Association’s monies for cooperative advertising as required under the Members’ franchise agreements, the Members agree that the Manager shall manage the Association and develop and implement the Marketing Plan as provided in these Bylaws.

5.Limitations on Powers. The Association shall have no right to own, accept, acquire, mortgage, or dispose of real property. The Association shall have no right to procure, invest, or retain funds except to carry forward surplus funds to the next marketing calendar period. No Member, or representative of a Member, shall be authorized to act on behalf of the Association for any purpose or in any manner, except as specified in these Bylaws or otherwise to achieve the purpose of the Association.

B.Term of Existence. These Bylaws shall remain in existence until June 30th following the Effective Date. These Bylaws shall automatically renew on July 1st following the Effective Date, for successive, one year terms.

Section III -- Membership

A.Membership; Cooperative Area. Each Planet Fitness Clubs (including any Planet Fitness Club owned by Franchisor or any of its affiliates) within the Cooperative Area shall be a Member of the Association. The Association shall keep a list of the Members of the Association, and shall update that list as necessary to reflect new Members and to remove Members that no longer qualify for membership. Franchisor shall provide the Association with such information as may be reasonably necessary to determine membership in the Association, e.g., provide the Association with notice when a new Planet Fitness Club opens or when a Planet Fitness Club permanently closes. The Cooperative Area initially established by Franchisor for the Association shall be described in a map or by a written description attached as Exhibit A to these Bylaws. Franchisorshall havethe exclusive right to modify the Cooperative Area at any time in its sole discretion. Membership for a Planet Fitness Club in the Cooperative Area begins on the later of (a) thirty (30) days from the Effective Date of these Bylaws or (b) thirty (30) days from the Grand Opening of the Planet Fitness Club in a permanent location.

B.Termination of Membership; Expulsion; No Transfer. Membership in the Association shall automatically terminate upon the earlier of: (i) the expiration, nonrenewal, or voluntary or involuntary termination of a Member’s franchise agreement; or (ii) the permanent closing of the Member’s Planet Fitness Club. Upon the happening of any of the foregoing, Franchisor shall promptly notify the Association. Membership in the Association is non-transferrable.

C.Compliance with Bylaws. Each Member shall provide to the Association and/or the Manager such information as reasonably requested and as may be reasonably necessary to carry out the activities set forth in or required by these Bylaws. Each Member shall abide by these Bylaws and the decisions of the Association and/or the Manager.

D.Representatives. Each Member shall designate a Representative by written proxy. A Representative may serve as the Representative for more than one Member. The Representative shall be presumed to have authority to vote on all items permitted for vote under these Bylaws, unless the proxy expressly limits such voting authority. Each Member may, from time to time, replace said Representative with a different individual upon ten (10) days’ written notice to the Association and Franchisor.

F.Benefits. The Association and/or the Manager will have the right to deny benefits of cooperative advertising, to the extent that either deems fit, to any Member that is not a Member in Good Standing.

Section IV -- Local Advertising Fund; Interest; Reports

A.Contribution Amount. Each Member shall be required to contribute monies to the Association based upon the following criteria: [The Local Association should determine, prior to finalizing the Bylaws,the criteria upon which its Members will contribute. For example, the Local Association could require Members to contribute 100% of their LAF requirement, 50% of their LAF requirement, or some other number. Another example would be to require Members to contribute an equal amount of money irrespective of sales or LAF requirements, etc.]

In the event that the Association wishes to change the contribution amount/criteria (e.g., increase or decrease the contribution rate/amount for some or all Members), the Association may do so upon submitting the proposed change to a vote of the Members and receiving the approval of at least: [The Local Association should determine, prior to finalizing the Bylaws, what percentage of its Members will need to approve a change to the contribution amount/criteria. For example, can a majority of Members vote to approve a change or will the Local Association require some other percentage, e.g., 66% of Members, etc.]of its Members.

The Manager shall have the authority to charge late fees and/or interest on behalf of the Association in the event that a Member does not fully contribute to the Association, as described in that Member’s franchise agreement. Late fees and interest, if any, shall be uniform for all Members, shall be paid within 30 days of assessment, and are nonrefundable.

B.Reports. Each Member shall submit to the Association such statements and reports in connection therewith as the Manager reasonably requires. The Association may also request reports and statements from the Franchisor as reasonably required for marketing and administrative purposes to be provided by the Franchisor, and Franchisor agrees to provide the Association with such information and the franchisees authorize Franchisor to do so.

C.Collection Criteria. The Manager may decide, at his or her discretion, how to collect funds, as approved by Franchisor, which methods may include, but are not necessarily limited to, ACH withdrawal, direct billing, third party billing, and/or other methods.

Section V -- Meetings; Replacement of Manager

A.Annual Meetings. Representatives and the Manager shall meet in person or by phone at least once annually, at a date and time specified by the Manager, to discuss the proposed Marketing Plan prepared by the Manager, and approved by a simple majority of the Members, and to discuss any other matters of the Association. Other meetings may be held in person or by phone.

B.Special Meetings. The Manager shall call for a special meeting of Representatives upon receiving a written request from a majority of the Members or from the Manager, or from a request from any Member with Franchisor’s approval.

C.Notice. Notice of all meetings (including the place of the meeting or conference call number for telephonic meetings) shall be issued by the Manager and shall be (a) mailed by first class mail, postage pre-paid; or (b) sent via email at least 14 days before the meeting, unless circumstances, as determined by the Manager and approved by Franchisor, require a shorter notice period. The mailing address and email account for each Member will be maintained by the Association. Upon notice from a Member to the Association of a change in mailing address or email account, the Association shall make such changes as are required to reflect the changed mailing address and/or email account. In the event Franchisor receives notice from a Member of a change in mailing address or email account, Franchisor shall promptly forward such information to the Association.

D.Quorum and Majority Vote. The presence of a majority of the Members in Good Standing, in person or by written proxy, shall constitute a quorum. If the number of Members in Good Standing does not constitute a quorum, the vote on such matter shall be adjourned until such time as a quorum is convened. The majority vote of all Members voting on each matter at a meeting at which a quorum is present, in person or by written proxy, shall constitute a majority vote under these Bylaws.

E.Voting. Only Members in Good Standing shall be permitted to vote. Each Member in Good Standing receives[The Local Association should determine, prior to finalizing the Bylaws, the voting criteria. For example, the Local Association could decide on one vote per member, or votes based on their contribution (based on EFT, etc.)]] Votes may be made and tabulated in any manner reasonable under the circumstances. The Manager will publish the result of all votes.

F.Franchisor Designated Individual. Franchisor has the right to have a designated individual present at every in-person, phone, and other meeting of the Association. Such representative does not have voting rights.

G.Appeals. In the event that a Member or group of Members feels that the Association is moving in a direction that is counter to the overall goals of the Members, the Association, and/or the Franchisor, that Member or group of Members may appeal an Association decision. To appeal an Association decision, the appealing party must contact Franchisor, in writing, informing Franchisor of the appeal party’s grievance. The appeal may be heard at the discretion of Franchisor. In the event that Franchisor, in its discretion, hears the appeal, Franchisor willrendera final judgment on the appeal. During the time between the appeal being received by Franchisor and a final judgment being rendered by Franchisor, the Association decision in question shall be considered valid.

H.Replacement of Manager. Upon a two-thirds majority vote of the Members at a Special Meeting as described in Section V.B above, the Manager may be replaced by an individual or group of individuals. Said individual or group of individuals, in order to receive Franchisor’s approval, must be identified, in writing, to Franchisor no less than seven (7) days before the Association votes on the potential replacement of said Manager. Franchisor has no right to independently appoint or replace a Manager.

[THE BELOW PROVISION IS OPTIONAL—Local Association should determine whether this provision is appropriate]

I.Special Voting Considerations for Majority Controlled Associations. If a majority of Members in the Association are owned or controlled by Franchisor, or if the majority of Members in the Association are owned or controlled by a single Franchisee or group of Franchisees under common control, then, notwithstanding any other voting threshold requirements set forth elsewhere in these Bylaws to the contrary, at least [Local Association to determine appropriate percentage prior to finalizing Bylaws, for example, 70% or 66%] of the Members’ votes must be in favor of an issue in order for the vote to be approved.

[END OPTIONAL PROVISION]

Section VI -- Marketing Plan; Approval and Use of Advertising

A.Marketing Plan. The Manager, with the assistance of a third party marketing agency, shall develop a Marketing Plan from time to time that shall govern Association expenditures and detail goals and objectives for each calendar year (or portion of a calendar year). The Manager shall submit the Marketing Plan to the Members for a vote. Members shall have at least five (5) days to consider a proposed Marketing Plan prior to voting on such plan. In the event a proposed Marketing Plan is not approved by a majority of Members voting, or as otherwise required in these Bylaws, the Manager shall revise and submit a revised Marketing Plan that will take into consideration, as the Manager deems appropriate in its reasonable business judgment, Members’ comments and suggestions. Unless a vote on a revised Marketing Plan is presented at the same meeting where the initial Marketing Plan was rejected, Members shall have at least five (5) days to consider any revised Marketing Plan prior to the Franchisee Members voting on such plan. All days to consider in this Section VI.A.may be waived by the parties.

The Manager may, with Franchisor’s approval, at any time during the term of a Marketing Plan, modify any portion of any approved Marketing Plan deemed reasonably necessary by the Manager based on changed circumstances or to achieve the goals of such Marketing Plan so long as such modifications are in compliance with these bylaws and are believed to be in the best interest of the Association. In the event that any material modifications to the Marketing Plan are made, the Manager shall inform the Members.