JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • February 14th, 2024 • HG Vora Capital Management, LLC • Title insurance
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
COOPERATION AGREEMENTCooperation Agreement • February 25th, 2020 • HG Vora Capital Management, LLC • Services-misc health & allied services, nec
This Cooperation Agreement (this “Agreement”), dated as of February 25, 2020, is by and among HG Vora Capital Management, LLC (“HG Vora”) and Tivity Health, Inc., a Delaware corporation (the “Company”).
NOMINATION AND STANDSTILL AGREEMENTNomination and Standstill Agreement • March 25th, 2015 • HG Vora Capital Management, LLC • 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
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 9th, 2024 • HG Vora Capital Management, LLC • Retail-drug stores and proprietary stores • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 30, 2024, is entered into by and among New Rite Aid, LLC, a Delaware limited liability company (the “Company”), the beneficial and record holders of Units (as defined below) as of the date hereof, who are deemed parties hereto pursuant to an order of the United States Bankruptcy Court for the District of New Jersey confirming the Plan (as hereinafter defined) pursuant to section 1129 of title 11 of the United States Code, 11 U.S.C. §§ 101–1542, and the other Persons who become signatories hereto following the date hereof (collectively, “Holders”).
GROUP AND SOLICITATION AGREEMENTGroup and Solicitation Agreement • January 7th, 2015 • HG Vora Capital Management, LLC • 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”);
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF New Rite Aid, LLC a Delaware Limited Liability Company Dated as of August 30, 2024 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF New Rite Aid, LLC A Delaware Limited Liability...Limited Liability Company Agreement • September 9th, 2024 • HG Vora Capital Management, LLC • Retail-drug stores and proprietary stores • Delaware
This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of New Rite Aid, LLC, a Delaware limited liability company (the “Company”), is deemed adopted, executed and agreed to, for good and valuable consideration, effective as of August 30, 2024 (the “Effective Date”), by and among the Members (as defined below) and any other Person (as defined below) who is hereafter admitted as a Member of the Company.
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • March 14th, 2023 • HG Vora Capital Management, LLC • Retail-miscellaneous shopping goods stores
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • January 2nd, 2024 • HG Vora Capital Management, LLC • Retail-miscellaneous shopping goods stores
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • September 9th, 2024 • HG Vora Capital Management, LLC • Retail-drug stores and proprietary stores
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
GROUP AGREEMENTGroup Agreement • October 20th, 2014 • HG Vora Capital Management, LLC • 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”);
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • December 28th, 2023 • HG Vora Capital Management, LLC • Hotels & motels
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
