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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
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CUSIP No. 89214A102
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(1)
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Name of Reporting Persons:
Kennedy Lewis Management LP
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(2)
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Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ◻ (b) ◻
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(3)
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SEC Use Only:
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(4)
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Source of Funds (See Instructions):
AF
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(5)
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ◻
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(6)
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Citizenship or Place of Organization:
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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(7)
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Sole Voting Power
0
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(8)
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Shared Voting Power
0
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(9)
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Sole Dispositive Power
0
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(10)
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Shared Dispositive Power
0
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(11)
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Aggregate Amount Beneficially Owned by Each Reporting Person:
0
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(12)
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ◻
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(13)
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Percent of Class Represented by Amount in Row (11):
0%
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(14)
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Type of Reporting Person (See Instructions):
PN, IA
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CUSIP No. 89214A102
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(1)
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Name of Reporting Persons:
KLM GP LLC
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(2)
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Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ◻ (b) ◻
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(3)
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SEC Use Only:
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(4)
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Source of Funds (See Instructions):
AF
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(5)
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ◻
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(6)
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Citizenship or Place of Organization:
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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(7)
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Sole Voting Power
0
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(8)
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Shared Voting Power
0
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|||
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(9)
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Sole Dispositive Power
0
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(10)
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Shared Dispositive Power
0
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(11)
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Aggregate Amount Beneficially Owned by Each Reporting Person:
0
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(12)
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ◻
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||||
(13)
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Percent of Class Represented by Amount in Row (11):
0%
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(14)
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Type of Reporting Person (See Instructions):
OO, HC
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CUSIP No. 89214A102
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(1)
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Name of Reporting Persons:
Kennedy Lewis Investment Management LLC
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(2)
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Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ◻ (b) ◻
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(3)
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SEC Use Only:
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(4)
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Source of Funds (See Instructions):
AF
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(5)
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ◻
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(6)
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Citizenship or Place of Organization:
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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(7)
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Sole Voting Power
0
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(8)
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Shared Voting Power
0
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(9)
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Sole Dispositive Power
0
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(10)
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Shared Dispositive Power
0
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(11)
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Aggregate Amount Beneficially Owned by Each Reporting Person:
0
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(12)
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ◻
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||||
(13)
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Percent of Class Represented by Amount in Row (11):
0%
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||||
(14)
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Type of Reporting Person (See Instructions):
OO, HC
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CUSIP No. 89214A102
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(1)
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Name of Reporting Persons:
Darren Richman
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(2)
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Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ◻ (b) ◻
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(3)
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SEC Use Only:
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(4)
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Source of Funds (See Instructions):
AF
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(5)
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ◻
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(6)
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Citizenship or Place of Organization:
USA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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(7)
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Sole Voting Power
0
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(8)
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Shared Voting Power
0
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(9)
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Sole Dispositive Power
0
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(10)
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Shared Dispositive Power
0
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(11)
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Aggregate Amount Beneficially Owned by Each Reporting Person:
0
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(12)
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ◻
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||||
(13)
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Percent of Class Represented by Amount in Row (11):
0%
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(14)
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Type of Reporting Person (See Instructions):
IN, HC
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CUSIP No. 89214A102
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(1)
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Name of Reporting Persons:
David Chene
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(2)
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Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ◻ (b) ◻
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(3)
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SEC Use Only:
|
||||
(4)
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Source of Funds (See Instructions):
AF
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(5)
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ◻
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(6)
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Citizenship or Place of Organization:
USA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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(7)
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Sole Voting Power
0
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(8)
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Shared Voting Power
0
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|||
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(9)
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Sole Dispositive Power
0
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(10)
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Shared Dispositive Power
0
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(11)
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Aggregate Amount Beneficially Owned by Each Reporting Person:
0
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||||
(12)
|
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ◻
|
||||
(13)
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Percent of Class Represented by Amount in Row (11):
0%
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(14)
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Type of Reporting Person (See Instructions):
IN, HC
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ITEM 4.
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PURPOSE OF TRANSACTION
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ITEM 5.
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INTEREST IN SECURITIES OF THE ISSUER
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ITEM 6.
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CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
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Item 6 of the Schedule 13D is supplemented and superseded, as the case may be, as follows:
The disclosure in Item 4 is incorporated herein by reference.
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The Forbearance and Payment Agreement is filed as Exhibit 99.1 hereto and is incorporated by reference herein.
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ITEM 7.
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MATERIAL TO BE FILED AS EXHIBITS
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Exhibit
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Description
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99.1
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Forbearance and Payment Agreement, dated as of September 17, 2021, by and among Town Sports International Holdings, Inc., TSI-Lucille Real Estate, LLC, each of the Loan Parties referenced in the Credit Agreement
(as defined in Item 4), Alter Domus (US) LLC, the Lenders under the Credit Agreement, and the other parties signatory thereto.
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KENNEDY LEWIS MANAGEMENT LP
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By: |
KLM GP LLC, its general partner
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By:
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/s/ Anthony Pasqua | |
Name: |
Anthony Pasqua |
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Title: |
Chief Operating Officer
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KLM GP LLC
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By:
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/s/ Anthony Pasqua | |
Name: |
Anthony Pasqua |
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Title: |
Chief Operating Officer
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KENNEDY LEWIS INVESTMENT MANAGEMENT LLC
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By:
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/s/ Anthony Pasqua | |
Name: |
Anthony Pasqua |
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Title: |
Chief Operating Officer
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By: |
/s/ Darren Richman |
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By: |
/s/ David Chene |
Outstanding Principal Amount (less Closing Fee and Accrued PIK Interest)
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$10,000,000.00
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Closing Fee
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$10,000,000.00
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Accrued PIK Interest
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$444,826.39
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Total
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$20,444,826.39
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KENNEDY LEWIS CAPITAL PARTNERS MASTER FUND LP
By its general partner, Kennedy Lewis GP LLC
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By:
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/s/ Anthony Pasqua
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Name: Anthony Pasqua
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Title: Authorized Signatory
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KENNEDY LEWIS CAPITAL PARTNERS MASTER FUND II LP
By its general partner, Kennedy Lewis GP II LLC
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By:
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/s/ Anthony Pasqua
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Name: Anthony Pasqua
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Title: Authorized Signatory
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FITNESS TSI, LLC
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By:
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/s/ Anthony Pasqua
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Name: Anthony Pasqua
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Title: Authorized Signatory
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FITNESS TSI FUND II LLC
|
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By:
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/s/ Anthony Pasqua
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Name: Anthony Pasqua
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Title: Authorized Signatory
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