ContractRegistration Rights Agreement • March 29th, 2006 • Town Sports International Holdings Inc • Services-membership sports & recreation clubs • New York
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT dated as of March 23, 2006 (this “Amendment”), among Town Sports International Holdings, Inc., a Delaware corporation (the “Company”), Town Sports International, Inc., a New York corporation (“TSI”), and those of the Stockholders (as defined in the Registration Rights Agreement referred to below) that are signatories hereto (the Company, TSI and such Stockholders are herein referred to collectively as the “Parties”).
Town Sports International Holdings, Inc. 888 Seventh Avenue, 25thFloor New York, New York 10106Equity Agreement • March 29th, 2006 • Town Sports International Holdings Inc • Services-membership sports & recreation clubs • New York
The purpose of this letter agreement is to set forth the impact of the Executive’s resignation as an officer, director and employee of Town Sports International Holdings, Inc. (the “Company”), Town Sports International, Inc. (“TSI”) and their subsidiaries and affiliates pursuant to that certain Confidential Separation Agreement and General Release of even date herewith (the “Separation Agreement”), between the Company and the Executive, on (a) the 74,955 shares of the Company’s Class A Common Stock, par value $.001 per share (the “Class A Common”) that currently are owned by the Executive, and (b) the stock option to purchase 6,000 shares of Class A Common granted to the Executive pursuant to the Company’s 2004 Common Stock Option Plan (the “Stock Option Plan”) as of February 4, 2004 (the “Option”). This letter agreement constitutes the Equity Agreement referred to in Section 2 of the Separation Agreement. The undersigned hereby agree as follows:
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • March 29th, 2006 • Town Sports International Holdings Inc • Services-membership sports & recreation clubs • New York
This Separation Agreement and General Release (“Agreement”) is made and entered into by and between Mark Smith, an individual residing at 31 Hidden Cove Court, Southampton, New York 11968 (the “Executive”) on the one hand, and Town Sports International Holdings, Inc., Town Sports International, Inc., their parents, subsidiaries, affiliates, and related entities (collectively referred to as the “Company”) on the other.
ContractStockholders Agreement • March 29th, 2006 • Town Sports International Holdings Inc • Services-membership sports & recreation clubs • New York
AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT and CONSENT AGREEMENT dated as of March 23, 2006 (this “Amendment”), among Town Sports International Holdings, Inc., a Delaware corporation (the “Company”), Town Sports International, Inc., a New York corporation (“TSI”), and those of the Stockholders (as defined in the Stockholders Agreement referred to below) that are signatory hereto (the Company, TSI and such Stockholders are herein referred to collectively as the “Parties”).
EXECUTIVE STOCK AGREEMENTExecutive Stock Agreement • March 29th, 2006 • Town Sports International Holdings Inc • Services-membership sports & recreation clubs • New York
EXECUTIVE STOCK AGREEMENT, dated as of February 4, 2004, by and among TOWN SPORTS INTERNATIONAL HOLDINGS, INC., a Delaware corporation (the “Company”), TOWN SPORTS INTERNATIONAL, INC., a New York corporation (“TSI”), (the “Executive”), BRUCKMANN, ROSSER, SHERRILL & CO., L.P., a Delaware limited partnership (“BRS”), FARALLON CAPITAL PARTNERS, L.P., a California limited partnership (“FCP”), FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P., a California limited partnership, RR CAPITAL PARTNERS, L.P., a Delaware limited partnership, and FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P., a California limited partnership (together with FCP, FCIP and RRC, the “Farallon Investors”, and individually, a “Farallon Investor”). BRS and each Farallon Investor is referred to herein as an “Investor” and collectively, as the “Investors”. Capitalized terms used herein but not otherwise defined shall have the meanings assigned to such terms in Section 1.
