Second Amendment to Asset Purchase Agreement, dated February 28, 2020, among Town Sports International, LLC and Flywheel Sports, Inc., Flywheel Buckhead LLC, Flywheel Astor Place LLC, Flywheel CCDC, LLC, Flywheel Park Avenue LLC, Flywheel Williamsburg LLC, Flywheel San Francisco, LLC, Flywheel Denver Union Station, LLC and Flywheel 415 Greenwich LLC
Exhibit 2.1
SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT
This Second Amendment to Asset Purchase Agreement (this “Amendment”), by and among Town Sports International, LLC, Flywheel Sports, Inc., Flywheel Buckhead LLC, Flywheel Astor Place LLC, Flywheel CCDC, LLC, Flywheel Park Avenue LLC, Flywheel Williamsburg LLC, Flywheel San Francisco, LLC, Flywheel Denver Union Station, LLC and Flywheel 415 Greenwich LLC (collectively, the “Parties”) is entered into as of the 28th day of February, 2020 (this “Amendment”) and amends that certain Asset Purchase Agreement, dated as of January 6, 2020, as amended by that certain First Amendment, dated as of February 12, 2020 (the “Asset Purchase Agreement”), by and among the Parties. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Asset Purchase Agreement.
WHEREAS, Section 11.2 of the Asset Purchase Agreement provides that the Asset Purchase Agreement may be terminated by either party for any reason or no reason by delivery of written notice to the other party on or before the Diligence End Date;
WHEREAS, the Diligence End Date is March 2, 2020 and the parties desire to amend the Asset Purchase Agreement to extend the Diligence End Date to May 1, 2020;
WHEREAS, pursuant to Section 13.4 of the Asset Purchase Agreement, the Asset Purchase Agreement may be amended or modified by an instrument in writing signed by all the Parties; and
WHEREAS, the Parties desire to amend, on the terms set forth herein, certain provisions of the Asset Purchase Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
1. Section 11.2 of the Asset Purchase Agreement is hereby amended and restated in its entirety to read as follows:
“ 11.2Termination by Either Party. This Agreement may be terminated by either party
for any reason or no reason by delivery of a written termination notice to the other party on or before May 1, 2020 (the “Diligence End Date”).”
2. Except as specifically amended by the preceding paragraph, all other terms of the Asset Purchase Agreement shall remain unchanged and in full force and effect. From and after the date hereof, any reference to “this Agreement,” “hereof,” “herein,” “hereunder” and words or expressions of similar import shall be deemed a reference to the Purchase Agreement as amended hereby.
3. This Amendment may be executed in one or more counterparts by facsimile or PDF signatures, each of which shall be deemed to be an original, but all of which shall be one and the same document.
4. All terms and provisions contained in Sections 13 of the Asset Purchase Agreement are incorporated herein by reference to the same extent as if expressly set forth herein.
[Signature Pages to Immediately Follow]
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first set forth above.
FLYWHEEL SPORTS, INC.
By: /s/ Samantha Manheimer
Name: Samantha Manheimer
Title: President
FLYWHEEL BUCKHEAD LLC
By: /s/ Samantha Manheimer
Name: Samantha Manheimer
Title: President
FLYWHEEL ASTOR PLACE LLC
By: /s/ Samantha Manheimer
Name: Samantha Manheimer
Title: President
FLYWHEEL CCDC LLC
By: /s/ Samantha Manheimer
Name: Samantha Manheimer
Title: President
FLYWHEEL PARK AVENUE LLC
By: /s/ Samantha Manheimer
Name: Samantha Manheimer
Title: President
FLYWHEEL WILLIAMSBURG LLC
By: /s/ Samantha Manheimer
Name: Samantha Manheimer
Title: President
FLYWHEEL SAN FRANCISCO, LLC
By: /s/ Samantha Manheimer
Name: Samantha Manheimer
Title: President
FLYWHEEL DENVER UNION STATION, LLC
By: /s/ Samantha Manheimer
Name: Samantha Manheimer
Title: President
FLYWHEEL 415 GREENWICH LLC
By: /s/ Samantha Manheimer
Name: Samantha Manheimer
Title: President
TOWN SPORTS INTERNATIONAL, LLC
By: /s/ Patrick Walsh
Name: Patrick Walsh
Title: CEO
