EX-4.5



 







EXHIBIT 4.5




 




			
	NUMBER
	 	SHARES





[TOWN SPORTS HOLDINGS INTERNATIONAL, INC. LOGO]




COMMON STOCK TOWN SPORTS INTERNATIONAL HOLDINGS, INC. SEE REVERSE FOR CERTAIN DEFINITIONS

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE




CUSIP 89214A 10 2     




THIS IS TO CERTIFY THAT




is the owner of




fully paid and non-assessable shares of the COMMON STOCK, par value $.001 per share, of

TOWN SPORTS INTERNATIONAL HOLDINGS, INC.



(hereinafter called the “Corporation”), transferable on the books of the Corporation by the holder
hereof in person or by duly authorized attorney, upon surrender of this certificate properly
endorsed.




     This certificate is not valid until countersigned by the Transfer Agent and registered by the
Registrar.



     WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly
authorized officers.



     Dated:



	 	 	 	 	 
	 

	 	/s/ ALEXANDER A. ALIMANESTIANU
	 	/s/ ROBERT S. HERBST
	 

	 	 
	 	 
	[SEAL]

	 	PRESIDENT
	 	SECRETARY
	 
	 	 	 	 
	COUNTERSIGNED AND REGISTERED:	 	 
	     THE BANK OF NEW YORK	 	 
	BY          TRANSFER AGENT AND REGISTRAR	 	 






 









 




A statement of the rights, preferences, privileges and restrictions granted to or imposed upon the
respective classes or series of shares of stock of the Corporation and upon holders thereof as
established by the Certificate of Incorporation or by any Certificate of Designation of
Preferences, and the number of shares constituting each series and the designations thereof, may be
obtained by any stockholder upon request and without charge at the principal office of the
Corporation.




     The following abbreviations, when used in the inscription on the face of this certificate,
shall be construed as though they were written out in full according to applicable laws or
regulations:


TEN COM — as tenants in common



TEN ENT — as tenants by the entireties



JT TEN — as joint tenants with right of
survivorship and not as tenants
in common




	 	 	 	 	 	 	 
	UNIF GIFT MIN ACT -

	 	 
	 	Custodian
	 	 
	 

	 	 
	 	 	 	 
	 

	 	(Cust)
	 	 	 	(Minor)






	 	 	 
	under Uniform Gifts to Minors Act

	 	 
	 

	 	 
	 

	 	(State)






Additional abbreviations may also be used though not in the above list.



For Value Received,                                          hereby sell, assign and transfer unto



PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE



 



 



 



(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE)



 



 



 




Shares of the common stock represented by the within Certificate, and do
hereby irrevocably constitute and appoint



 




Attorney to transfer the
said stock on the books of the within named Corporation with full power of
substitution in the premises.




Dated                                                             



 




NOTICE: THE SIGNATURE TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME AS WRITTEN
UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATSOEVER




Signature(s) Guaranteed:



 




THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS,
SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.



KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR DESTROYED, THE
CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT
CERTIFICATE.