0000950123-06-010362 Sample Contracts

RECITALS AGREEMENT Annex A
Registration Rights Agreement • August 10th, 2006 • Town Sports International Holdings Inc • Services-membership sports & recreation clubs • New York

AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT dated as of May 30, 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 signatory hereto (the Company, TSI and such Stockholders are herein referred to collectively as the “Parties”).

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