] Shares TOWN SPORTS INTERNATIONAL HOLDINGS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 22nd, 2006 • Town Sports International Holdings Inc • Services-membership sports & recreation clubs • New York
Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. As Representatives of the Several Underwriters, c/o Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 22nd, 2006 • Town Sports International Holdings Inc • Services-membership sports & recreation clubs • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of May [___], 2006, between Town Sports International Holdings, Inc., a Delaware corporation (the “Company,” which for the purposes of this Agreement shall include any Subsidiary, as defined herein), and the person named as Indemnitee on the signature page hereto (the “Indemnitee”).
ContractStockholders Agreement • May 22nd, 2006 • Town Sports International Holdings Inc • Services-membership sports & recreation clubs • New York
AMENDMENT NO. 2 TO STOCKHOLDERS AGREEMENT dated as of May 22, 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 Stockolders Agreement referred to below) that are signatory hereto (the Company, TSI and such Stockholders are herein referred to collectively as the “Parties”).
