NOMINATION AND STANDSTILL AGREEMENTNomination and Standstill Agreement • March 25th, 2015 • PW Partners Atlas Fund III, LP • Services-membership sports & recreation clubs • Delaware
This Agreement (this “Agreement”) is made and entered into as of March 24, 2015, by and among Town Sports International Holdings, Inc. (the “Company”), PW Partners Atlas Fund III LP (“Atlas Fund III”), PW Partners Master Fund LP (“PW Master Fund”), PW Partners Atlas Funds, LLC (“Atlas Fund GP”), PW Partners, LLC (“PW Master Fund GP”), PW Partners Capital Management LLC (“PW Capital Management”), Patrick Walsh (“Mr. Walsh” and collectively, with Atlas Fund III, Atlas Fund GP, PW Master Fund, PW Master Fund GP and PW Capital Management, the “PW Group Shareholders”), HG Vora Special Opportunities Master Fund, Ltd. (“HG Vora Master Fund”), HG Vora Capital Management, LLC (“HG Vora Capital Management”), Parag Vora (“Mr. Vora” and collectively, with HG Vora Master Fund and HG Vora Capital Management, the “HG Vora Group Shareholders,” and collectively, with the PW Group Shareholders, the “PW Group/HG Vora Group Shareholders”) (each of the Company and the PW Group/HG Vora Group Shareholders, a
GROUP AND SOLICITATION AGREEMENTGroup and Solicitation Agreement • January 7th, 2015 • PW Partners Atlas Fund III, LP • Services-membership sports & recreation clubs
WHEREAS, PW Partners Atlas Fund III LP, PW Partners Master Fund LP, PW Partners Atlas Funds, LLC, PW Partners, LLC, PW Partners Capital Management LLC, Patrick Walsh (collectively, the “PW Parties”), HG Vora Special Opportunities Master Fund, Ltd., HG Vora Capital Management, LLC and Parag Vora (collectively, the “HG Vora Parties”) are parties to that certain Group Agreement, dated as of October 20, 2014 (the “Group Agreement”), pursuant to which the parties thereto agreed to form a Section 13(d) group for the purpose of working together to enhance stockholder value at Town Sports International Holdings, Inc., a Delaware corporation (the “Company”);
STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 3rd, 2020 • PW Partners Atlas Fund III, LP • Services-membership sports & recreation clubs • Delaware
This Stock Purchase Agreement (this “Agreement”) is made as of December 31, 2019, by and between HG Vora Special Opportunities Master Fund, Ltd., a Cayman Islands exempted company (the “Seller”), and PW Partners Atlas Fund II LP, a Delaware limited partnership (the “Purchaser”).
JOINT FILING AGREEMENTJoint Filing Agreement • March 14th, 2016 • PW Partners Atlas Fund III, LP • Services-membership sports & recreation clubs
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the shares of Common Stock, par value $0.001 per share, of Town Sports International Holdings, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
GROUP AGREEMENTGroup Agreement • October 20th, 2014 • PW Partners Atlas Fund III, LP • Services-membership sports & recreation clubs
WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Town Sports International Holdings, Inc., a Delaware corporation (the “Company”);
CALL OPTION AGREEMENTCall Option Agreement • December 13th, 2019 • PW Partners Atlas Fund III, LP • Services-membership sports & recreation clubs • Delaware
THIS CALL OPTION AGREEMENT (this “Agreement”), dated December 11, 2019, by and between HG Vora Special Opportunities Master Fund, Ltd., a Cayman Islands exempted company (“Optioner”), and PW Partners Atlas Fund II LP, a Delaware limited partnership (“Optionee”).
JOINT FILING AGREEMENTJoint Filing Agreement • September 15th, 2014 • PW Partners Atlas Fund III, LP • Services-membership sports & recreation clubs
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the shares of Common Stock, $0.001 par value per share, of Town Sports International Holdings, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • September 23rd, 2016 • PW Partners Atlas Fund III, LP • Services-membership sports & recreation clubs
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the shares of Common Stock, par value $0.001 per share, of Town Sports International Holdings, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • December 13th, 2019 • PW Partners Atlas Fund III, LP • Services-membership sports & recreation clubs
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the shares of Common Stock, par value $0.001 per share, of Town Sports International Holdings, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
