HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. ONE RIVERCHASE PARKWAY SOUTH BIRMINGHAM, ALABAMA 35244 July 5, 2007Stock Purchase Agreement • July 6th, 2007 • Liberation Investment Group LLC • Services-membership sports & recreation clubs
Reference is made to the sale by each of Liberation Investments, L.P. and Liberation Investments, Ltd. (together, the “Seller”) of 268,171 and 144,399 shares respectively, of common stock (the “Seller Shares”) $.01 par value, of Bally’s Total Fitness Holding Corporation (the “Company”), such Seller’s Shares to represent 1% of the total outstanding common stock to the Company, to Harbinger Capital Partners Master Fund I, Ltd. (the “Buyer”)
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • July 6th, 2007 • Liberation Investment Group LLC • Services-membership sports & recreation clubs • New York
THIS PURCHASE AND SALE AGREEMENT, dated as of July 5, 2007 (this “Agreement”), is made by each of LIBERATION INVESTMENTS, L.P. and LIBERATION INVESTMENTS, Ltd. (each, a “Seller” and together, the “Sellers”) and HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. (the “Purchaser”). Capitalized terms not otherwise defined herein shall be defined in Schedule I attached hereto.
