Agreement Regarding Termination of Nomination and Standstill Agreement
Exhibit 10.44
Agreement Regarding Termination of Nomination and Standstill Agreement
This Agreement Regarding Termination of Nomination and Standstill Agreement, dated as of February 17, 2016 (the “Agreement”), is entered into by and among Town Sports International Holdings, Inc., a Delaware corporation (the “Corporation”), 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”), Xxxxxxx Xxxxx (“Xx. Xxxxx” and collectively, with Atlas Fund III, Atlas Fund GP, PW Master Fund, PW Master Fund GP and PW Capital Management, the “PW Group Shareholders”), XX Xxxx Special Opportunities Master Fund, Ltd. (“XX Xxxx Master Fund”), XX Xxxx Capital Management, LLC (“XX Xxxx Capital Management”), Xxxxx Xxxx (“Xx. Xxxx” and collectively, with XX Xxxx Master Fund and XX Xxxx Capital Management, the “XX Xxxx Group Shareholders” (each of the Corporation, the PW Group Shareholders and the XX Xxxx Group Shareholders, a “Party” to this Agreement, and collectively, the “Parties”).
RECITALS
WHEREAS, the Corporation, the PW Group Shareholders and the XX Xxxx Group Shareholders are party to a Nomination and Standstill Agreement, dated as of March 24, 2015 (the “Nomination and Standstill Agreement”); and
WHEREAS, the Corporation, the PW Group Shareholders and the XX Xxxx Group Shareholders wish to set forth their agreement that the Nomination and Standstill Agreement has terminated as set forth below.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing it is hereby agreed as follows:
1. Termination. The Parties agree that (a) the Nomination and Standstill Agreement has terminated and (b) neither the Corporation, the PW Group Shareholders or the XX Xxxx Group Shareholders (individually or collectively) has any rights, claims (including under Section 2 thereof) or obligations under or pursuant to the Nomination and Standstill Agreement; and (c) the Nomination and Standstill Agreement has no further force and effect, in each case, except that the provisions of Section 9(a) (but excluding the last sentence thereof) through Section 18 of the Nomination and Standstill Agreement shall survive such termination.
2. Miscellaneous.
(a) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
(b) Counterparts. This Agreement may be executed in two or more counterparts either manually or by electronic or digital signature (including by facsimile or electronic mail transmission), each of which shall be deemed to be an original and all of which together shall constitute a single binding agreement on the Parties, notwithstanding that not all Parties are signatories to the same counterpart.
IN WITNESS WHEREOF, each of the Parties has executed this Agreement, or caused the same to be executed by its duly authorized representative as of the date first above written.
TOWN SPORTS INTERNATIONAL HOLDINGS, INC.
/s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Vice President of Finance
[Signature Page to Agreement]
PW GROUP SHAREHOLDERS
PW PARTNERS ATLAS FUND III LP
By: PW Partners Atlas Funds, LLC
General Partner
By: /s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Managing Member and Chief Executive Officer
PW PARTNERS MASTER FUND LP
By: PW Partners, LLC
General Partner
By: /s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Managing Member and Chief Executive Officer
PW PARTNERS ATLAS FUNDS, LLC
By: /s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Managing Member and Chief Executive Officer
PW PARTNERS, LLC
By: /s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Managing Member and Chief Executive Officer
PW PARTNERS CAPITAL MANAGEMENT LLC
By: /s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Managing Member and Chief Executive Officer
XXXXXXX XXXXX
/s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
[Signature Page to Agreement]
XX XXXX GROUP SHAREHOLDERS
XX XXXX SPECIAL OPPORTUNITIES MASTER FUND, LTD
By: /s/ Xxxxx Xxxx
Name: Xxxxx Xxxx
Title: Director
XX XXXX CAPITAL MANAGEMENT, LLC
By: /s/ Xxxxx Xxxx
Name: Xxxxx Xxxx
Title: Director
XXXXX XXXX
/s/ Xxxxx Xxxx
Name: Xxxxx Xxxx
[Signature Page to Agreement]
