13D Filing: PW Partners Atlas Fund Iii, Lp and Town Sports International Holdings Inc (NASDAQ:CLUB)

Mr. Walsh has the
sole power to vote or direct the vote of, and to dispose or direct the disposition of, 175,961 Shares beneficially owned directly
by him and the sole power to vote or direct the vote of an additional 849,333 unvested restricted Shares beneficially owned directly
by him.

(c)       On
March 8, 2017, Mr. Walsh received 26,000 restricted Shares in his capacity as a director of the Issuer. These restricted Shares
will vest in three equal annual installments commencing on March 8, 2018, the first anniversary of the grant date. On April 5,
2017, Atlas Fund III made a distribution of 632,060 Shares to limited partners.