STOCK CONTRIBUTION AND EXCHANGE AGREEMENT
EXHIBIT 10.2
EXECUTION
COPY
THIS STOCK CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is made as of August
7, 2006, by and between Cinemark Holdings, Inc., a Delaware corporation (the “Company”),
Cinemark, Inc., a Delaware corporation (“Cinemark”), Syufy Enterprises, LP, a California
limited partnership (“Contributor”) and Century Theatres Holdings, LLC, a California
limited liability company, a wholly owned Subsidiary of Contributor (“CTH”). Capitalized
terms used but not otherwise defined herein or in the Stockholders Agreement (as defined below)
shall have the meanings set forth in Section 9 hereof.
WHEREAS, the Company, Contributor and CTH are each a party to that certain Stock Purchase
Agreement (the “Purchase Agreement”), dated as of August 7, 2006, by and among the Company,
Contributor, CTH, Cinemark USA, Inc., a Delaware corporation (“Cinemark USA”), and Century
Theatres, Inc., a California corporation (“Century”), pursuant to which the Company and
Cinemark USA are acquiring all of the outstanding stock of Century other than the Rollover Shares;
Section 1. Issuance of Company Shares. Immediately prior to the consummation of the
Closing, the Company shall authorize the issuance to Contributor of 3,388,466 shares of the
Company’s Class A Common Stock, in exchange for all of Contributor’s right, title and interest in
the Rollover Shares.
Section 2. Subscription. Contributor hereby irrevocably subscribes for the Company
Shares upon the consummation of the Closing and accepts the Company Shares on the terms and
conditions set forth herein and in the Stockholders Agreement, dated as of the date hereof, by and
among the Company and the other persons listed therein (as the same may be amended, supplemented or
otherwise modified from time to time in accordance with its terms, the “Stockholders
Agreement”). Contributor agrees, as a condition to the effectiveness of this Agreement and the
issuance of the Company Shares hereunder, to deliver counterpart signature pages to, and to be
bound by the terms of, the
Stockholders Agreement. By execution hereof, Contributor acknowledges that the Company is
relying upon the accuracy and completeness of the representations of Contributor contained herein
in complying with its obligations under applicable securities laws.
Section 3. Contribution Transaction. Upon the consummation of the Closing, subject to
the terms and conditions set forth herein, Contributor shall contribute to the Company all of such
Contributor’s right, title and interest in the Rollover Shares and the Company shall issue the
Company Shares to Contributor in exchange (the “Contribution Transaction”). The
Contribution Transaction is intended to qualify as a transaction under Section 351 of the Internal
Revenue Code. Contributor shall deliver to the Company the certificate or certificates
representing the Rollover Shares held by Contributor, duly endorsed or accompanied by duly executed
assignment documents. The Company shall issue the certificates representing the Company Shares in
the name of Contributor.
Section 5. Restrictions on Transfers. The Company Shares (and any securities issued
with respect to the Company Shares by way of a split, dividend, recapitalization, merger,
consolidation, liquidation or other reorganization) shall be subject to the restrictions on
transfer set forth in the Stockholders Agreement.
Section 6. Pledge of Shares. Contributor’s indemnification obligations under Article
IX of the Purchase Agreement shall be secured by a pledge to the Company of 1,694,233 of the
Company Shares held by Contributor; and in connection therewith, Contributor shall enter into a
pledge agreement in the form of Exhibit A attached hereto at the closing of the
Contribution Transaction. The Company shall hold each certificate representing the pledged Company
Shares owned by Contributor
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until such time as such shares represented by such certificates are released from the pledge
to the Company. The pledge of the Company Shares shall in no manner limit or restrict the
Company’s right to seek indemnification from Contributor directly, in addition to or in lieu of
exercising its rights in connection with the pledge of Company Shares.
Section 7. Representations and Warranties of Cinemark and the Company. As a material
inducement to Contributor to enter into this Agreement and acquire the Company Shares, Cinemark and
the Company hereby represent and warrant to Contributor that:
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Subsidiaries is a party, or by which the Company, Cinemark or Cinemark’s Subsidiaries, or any
of their respective properties, is bound or affected.
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thereof) granted by any of Cinemark’s Subsidiaries with respect to its capital stock or equity
interests. There are no outstanding or authorized stock appreciation, phantom stock, profit
participation or similar rights with respect to any of the Cinemark’s Subsidiaries.
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Section 8. Contributor’s Representations and Warranties. For the purposes of this
Section 8, Company Shares include any securities issued with respect to the Company Shares
issued hereunder by way of a split, dividend, recapitalization, merger, consolidation, liquidation
or other reorganization.
(i) Contributor has had an opportunity to ask questions and receive answers concerning the
terms and conditions of the Company Shares to be acquired by it hereunder and has had full access
to such other information concerning the Company (including access to the Stockholders
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Agreement) as Contributor may have requested in making its decision to invest in the Company
Shares being issued hereunder;
(ii) Contributor is an “accredited investor” as defined in Rule 501(a) under the Securities
Act and has, by reason of its business and financial experience and the business and financial
experience of those retained by it, such knowledge, sophistication and experience in business and
financial matters so as to be capable of evaluating the merits and risks of holding the Company
Shares such that Contributor is sophisticated as contemplated by Rule 506(b)(2)(ii) under the
Securities Act;
(iii) Contributor is able to bear the economic risk and lack of liquidity of an investment in
the Company and is able to bear the risk of loss of its entire investment in the Company, and
Contributor fully understands and agrees that it may have to bear the economic risk of owning the
Company Shares for an indefinite period of time because, among other reasons, the Company Shares
have not been registered under the Securities Act or under the securities laws of any state and,
therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are
subsequently registered under the Securities Act and under the applicable securities laws of
certain states or unless an exemption from such registration is available;
(iv) Contributor acknowledges that the Company Shares are subject to the restrictions
contained in the Stockholders Agreement, and Contributor has received and reviewed a copy of the
Stockholders Agreement;
(v) Contributor will not sell or otherwise transfer the Company Shares without registration
under the Securities Act (and any applicable state securities laws) or an exemption therefrom, and
provided there exists such a registration or exemption, any transfer of Company Shares by
Contributor or subsequent holders of the Company Shares will be in compliance with the provisions
of the Stockholders Agreement;
(vi) If Contributor is acquiring the Company Shares subscribed for hereby in a representative
or fiduciary capacity, the representations and warranties contained herein (and in any other
written statement or document delivered to the Company in connection herewith) shall be deemed to
have been made on behalf of the person or persons for whom such Company Shares are being acquired;
(vii) Contributor acknowledges that any certificate representing interests issued hereunder
shall include the legend(s) set forth in the Stockholders Agreement;
(viii) Contributor has all requisite capacity and authority and all material authorizations
necessary to carry out the transactions contemplated by this Agreement; and the execution, delivery
and performance of this Agreement and all other agreements contemplated hereby to which Contributor
is a party and the acquisition of the Company Shares hereunder have been duly authorized by
Contributor;
(ix) Contributor is not relying on the Company with respect to the economic considerations of
Contributor relating to this investment. In regard to such considerations, Contributor has relied
on the advice of, or has consulted with, only its own advisors and the determination of Contributor
to acquire the Company Shares pursuant to this Agreement has been made by Contributor independent
of any statements or opinions as to the advisability of such acquisition or as to the properties,
business, prospects or condition (financial or otherwise) of the Company which may have been made
or given by any other stockholder of the Company or by any agent or employee of such stockholder
and independent of the fact that any other Person has decided to become an stockholder of the
Company;
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(x) Contributor is not subscribing for the Company Shares as a result of or subsequent to any
advertisement, article, notice or other communication published in any newspaper, magazine,
internet publication or similar media or broadcast over television, radio or the internet or
presented at any seminar or meeting, or any solicitation of a subscription by a Person not
previously known to Contributor in connection with investments in securities generally;
(xi) Contributor is organized under the laws of California; and
(xii) CTH LLC beneficially owns and holds of record, and following the CTH LLC Transactions
and immediately prior to the Closing, Contributor will beneficially own and hold of record, the
Rollover Shares, free and clear of any Liens, purchase options, calls or similar third party rights
on sale or transfer (other than restrictions imposed by applicable securities Laws), preemptive
right, limitations on voting rights or options, and Contributor will have the authority to dispose
of such Rollover Shares pursuant to this Agreement. The contribution of the Rollover Shares by
Contributor to Holdings as contemplated by this Agreement, shall transfer good title to the
Rollover Shares, free and clear of all Liens, purchase options, calls, preemptive rights or similar
third party rights.
Section 9. Updates to Schedules. Upon obtaining knowledge thereof, the Company and
Cinemark shall give prompt notice to Contributor of the occurrence or non-occurrence of any event
after the date hereof, the occurrence or non-occurrence of which has caused any representation or
warranty contained in this Agreement to be untrue or inaccurate such that the conditions to closing
set forth in Section 4(b), shall not be met. Should any such occurrence or non-occurrence
referenced herein require any change in the Schedules, the Company and Cinemark shall deliver to
Contributor a supplement to the Schedules specifying such change; provided that the Company and
Cinemark shall only be entitled to update, amend or modify the Schedules after the date of this
Agreement until the Closing Date (the “Update Period”) to reflect factors, circumstances or
events first arising or, in the case of representations given to the Company’s Knowledge, becoming
known to the Company, during the Update Period. The information contained in such supplement will
be deemed to become part of the Schedules and will be deemed to qualify and constitute an exception
to the representations and warranties herein for purposes of Contributor’s right to indemnification
hereunder and shall also modify the Schedules hereto for purposes of determining whether the
conditions to closing have been satisfied unless Contributor delivers written notice of its
objection to the Company and Cinemark within ten (10) days after the date the supplement is
delivered. The delivery of any Schedule supplement pursuant to this Section 6.4 shall not be
deemed an admission or an acknowledgement (i) that the disclosures contained in such supplement are
material or would reasonably be expected to have a Material Adverse Effect or are outside of the
ordinary course of business or inconsistent with past practice, or (ii) that there has occurred an
actual or anticipatory breach of, or failure to comply with or satisfy, any representation,
warranty, covenant, condition or agreement.
Section 10. Definitions. For the purposes of this Agreement, the following terms have
the meanings set forth below:
“Action” means any litigation, suit or binding arbitration by or before any
Governmental Authority and any civil, criminal or administrative claim, demand, proceeding, binding
arbitration, hearing or to the Company’s or Cinemark’s knowledge, investigation.
“Affiliated Group” means an affiliated group as defined in the Internal Revenue Code
§1504 (or any analogous combined, consolidated or unitary group defined under state, local or
foreign income Tax law).
“Agreement” has the meaning set forth in the preamble.
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“Cinemark’s Business” means the business conducted by Cinemark and its Subsidiaries,
taken as a whole.
“Closing” has the meaning set forth in the Purchase Agreement.
“Code” means the Internal Revenue Code of 1986, as amended.
“Company Shares” has the meaning set forth in Section 1.
“Contract” means any contract, lease, license or other agreement, whether written or
oral, that is or is intended to be legally binding and to which any of the Company, Cinemark or
Cinemark’s Subsidiaries is a party or by which any of them is bound.
“Contributor” has the meaning set forth in the preamble.
“Contemplated Transactions” means the transactions contemplated by the Purchase
Agreement and this Agreement, which includes the Contribution Transaction.
“Cinemark Contribution Agreement” means that certain Contribution and Exchange
Agreement, dated as of the date hereof, between Cinemark and the stockholders of Cinemark party
thereto.
“Governing Document” means any charter, articles, bylaws, certificate, operating
agreement, regulations or similar document adopted, filed or registered in connection with the
creation, formation, organization or governance of an entity.
“Governmental Authority” means any United States federal, state or local, or any
foreign governmental, regulatory, legislative, administrative, policing or taxing authority, agency
or commission or any court, tribunal, or judicial or arbitral body of any of the foregoing.
“Governmental Authorization” means any consent, license, permit, approval, or
registration issued or granted by any Governmental Authority or pursuant to any Law; provided that,
any consent that may be required by a Governmental Authority as a party to an agreement acting in
such Governmental Authority’s proprietary capacity rather than its regulatory capacity shall be
deemed not to be a Governmental Authorization.
“Governmental Order” means any order, writ, judgment, injunction, decree, filing,
notice, stipulation, determination or award of any kind or nature entered by or with any
Governmental Authority.
“HSR Act” means the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended.
“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended and the
regulations thereunder.
“Knowledge” means the actual knowledge (with no inquiry) of the executive officers of
the Company.
“Law” means any binding Federal, state, local, municipal or foreign constitution,
treaty, statute, law, ordinance, regulation, rule, code or order.
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“Lien” means any pledges, liens, mortgages, security interests, licenses,
encumbrances, or any other restrictions or third party rights, including restrictions on use, and
the right to transfer, receive income or exercise any other attribute of ownership.
“Material Adverse Effect” means any change, effect, event, occurrence, state of facts
or development that is, or is reasonably expected to be, materially adverse to the business,
properties, assets, liabilities, condition (financial or otherwise) or results of operations of
Cinemark and its Subsidiaries, taken as a whole. Notwithstanding the foregoing, none of the
following changes, effects, events, occurrences, states of facts or developments shall be deemed
(either alone or in combination) to constitute, and none of the following shall be taken into
account in determining whether there has been, a Material Adverse Effect or whether a Material
Adverse Effect would reasonably be expected to occur: changes, effects, events, occurrences, states
of facts or developments (a) relating to or resulting from economic conditions in general in the
United States or the global economy or capital or financial markets generally, (b) relating to or
resulting from changes in any Law, (c) relating to any change in the accounting requirements
applicable to the Company or its Subsidiaries, (d) resulting from the execution of the Purchase
Agreement, or the announcement of the Contemplated Transactions, including any loss of employees,
(e) resulting from general increases in the costs of construction in any market or markets in which
Cinemark or any of its Subsidiaries conduct business, (f) relating to or resulting from changes
generally in the industry or markets in which Cinemark and its Subsidiaries operate unless such
changes disproportionately affect Cinemark and its Subsidiaries relative to other companies in
Cinemark’s and its Subsidiaries’ industry.
“Person” means an individual, corporation, partnership, limited liability company,
association, trust or other entity or organization, including a government or political subdivision
or an agency or instrumentality thereof.
“Purchase Agreement” has the meaning set forth in the preamble.
“Registration Agreement” means that certain Registration Agreement, dated as of the
hereof, by and between the Company, Madison Dearborn Capital Partners IV, L.P. and the other
parties party thereto.
“Restricted Securities” means (i) the Company Shares issued hereunder and (ii) any
securities issued or exchanged with respect to the securities referred to in clause (i) above by
way of a stock dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization. As to any particular Restricted
Securities, such securities shall cease to be Restricted Securities when they have been (a)
effectively registered under the Securities Act and disposed of in accordance with the registration
statement covering them, (b) been distributed to the public through a broker, dealer or market
maker pursuant to Rule 144 (or any similar rule or rules then in force) under the Securities Act or
become eligible for sale pursuant to Rule 144(k) (or any similar rule or rules then in force) under
the Securities Act or (c) been otherwise transferred and new certificates for them not bearing the
Securities Act legend set forth in Section 12(a)(iv) have been delivered by the Company in
accordance with Section 12(a)(iv). Whenever any particular securities cease to be
Restricted Securities, the holder thereof shall be entitled to receive from the Company, without
expense, new securities of like tenor not bearing a Securities Act legend of the character set
forth in Section 12(a)(iv).
“Rollover Shares” has the meaning given to such term in the Purchase Agreement.
“Securities Act” means the Securities Act of 1933 and the rules and regulations
promulgated thereunder, in each case, as amended from time to time.
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“Securities and Exchange Commission” includes any governmental body or agency
succeeding to the functions thereof.
“Stockholders Agreement” has the meaning set forth in Section 2.
“Subsidiary” means with respect to any Person, any other Person of which securities or
other ownership interests having ordinary voting power to elect at least 50% of the board of
directors or other persons performing similar functions are at the time directly or indirectly
owned by such Person.
Section 11. Indemnification.
(i) the representations and warranties contained in Section 7(a) (Organization),
Section 7(b) (Authorization), Section 7(d) (Capitalization), Section 7(e)
(Subsidiaries) and Section 8 (Investment) shall not terminate until 60 days after the
expiration of the applicable statute of limitations with respect to the liabilities in question
(giving effect to any extensions or waivers thereof); and
(ii) all other representations and warranties contained in this Agreement, any schedules or
exhibits hereto or in any certificate delivered by the Company or Cinemark to Contributor, on the
one hand, or by Contributor to the Company, on the other hand, in connection with this Agreement,
shall terminate on the first anniversary of the closing of the Contribution Transaction (the
“Closing”).
(i) Subject to Section 11(c), after the Closing, Contributor, its affiliates and its
Subsidiaries and each of their respective officers, directors, employees, agents, representatives,
affiliates, successors and permitted assigns shall be indemnified and held harmless by the Company
for any and all liabilities, losses, damages, debts, obligations, claims, costs or expenses,
interest, awards, judgments, orders, fines and penalties (including reasonable attorneys’ fees and
expenses) actually suffered or incurred by them (hereinafter a “Loss”), to the extent such
Losses arise out of or result from the breach of any representation or warranty made by the Company
or Cinemark contained in this Agreement, any schedules or exhibits hereto or in any certificate
delivered by the Company or Cinemark to Contributor hereunder.
(ii) Subject to Section 11(c), after the Closing, the Company, its affiliates and its
Subsidiaries and each of their respective officers, directors, employees, agents, representatives,
affiliates, successors and permitted assigns shall be indemnified and held harmless by Contributor
for any and all Losses arising out of or resulting from the breach of any representation or
warranty made by Contributor contained in this Agreement (including the schedules and exhibits
thereto and any certificates required to be delivered by Contributor hereunder).
(iii) Any party seeking indemnification under this Section 11(b) (an “Indemnified
Party”) shall promptly give the party from whom indemnification is being sought (an
“Indemnifying Party”) notice of any matter which such Indemnified Party has determined has
given or could give rise to a right of indemnification under this Agreement stating the amount of
the Loss, if
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known, and method of computation thereof, and containing a reference to the provisions of this
Agreement in respect of which such right of indemnification is claimed or arises.
(i) No amount shall be payable by any Indemnifying Party pursuant to Section 11(b)(i)
(other than with respect to the representations and warranties contained Section 7(a)
(Organization), Section 7(b) (Authorization), Section 7(d) (Capitalization) and
Section 7(e) (Subsidiaries) (collectively, the “Fully Indemnified
Representations”)) unless (i) the amount of Loss related to any individual item exceeds $50,000
(provided that such items shall be aggregated for the purposes of determining whether the
Deductible has been reached); and (ii) the aggregate amount of Losses indemnifiable by such
Indemnifying Party under Section 11(b)(i) exceeds $750,000 (the “Deductible”), and
then only to the extent of such excess.
(ii) Notwithstanding anything to the contrary contained in this Agreement, the maximum amount
of aggregate indemnifiable Losses which may be recovered from the Company under Section
11(b)(i) (other than with respect to the Fully Indemnified Representations) shall be
$7,500,000.
(iii) Notwithstanding anything to the contrary contained herein, for purposes of determining
whether there has been a breach of a representation or warranty and the amount of any Losses that
are the subject matter of a claim for indemnification hereunder (other than Section 7(k),
the Deductible amount shall be the materiality standard for all purposes hereunder and, therefore,
each representation, warranty and other provision contained in this Agreement and each certificate
delivered pursuant hereto shall be read without regard and without giving effect to any materiality
or Material Adverse Effect standard or qualification contained in such representation or warranty
(as if such standard or qualification were deleted from such representation and warranty).
(iv) Notwithstanding anything to the contrary contained in this Agreement, no Indemnified
Party shall be entitled to recover under any claim of indemnification pursuant to this Agreement to
the extent such Indemnified Party has previously been indemnified for such claim under the Purchase
Agreement.
Section 12. Miscellaneous.
(i) Restricted Securities are transferable only pursuant to (a) public offerings registered
under the Securities Act, (b) Rule 144 or Rule 144A under the Securities Act (or any similar rule
or rules then in force) if such rule is available and (c) subject to the conditions specified in
Section 12(a)(ii) below, any other legally available means of transfer.
(ii) In connection with the transfer of any Restricted Securities (other than a transfer
described in clause (a) or (b) of subsection (i) above), the holder thereof shall deliver written
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notice to the Company describing in reasonable detail the transfer or proposed transfer,
together with an opinion of counsel which (to the Company’s reasonable satisfaction) is
knowledgeable in securities law matters to the effect that such transfer of Restricted Securities
may be effected without registration of such Restricted Securities under the Securities Act. In
addition, if the holder of the Restricted Securities delivers to the Company an opinion of counsel
that no subsequent transfer of such Restricted Securities shall require registration under the
Securities Act, the Company shall promptly upon such contemplated transfer deliver new certificates
for such Restricted Securities which do not bear the Securities Act legend set forth in Section
12(a)(iv) below. If the Company is not required to deliver new certificates for such Restricted
Securities not bearing such legend, the holder thereof shall not transfer the same until the
prospective transferee has confirmed to the Company in writing its agreement to be bound by the
conditions contained in this Section 12(a)(ii) and Section 12(a)(iv).
(iii) If any Restricted Securities become eligible for sale pursuant to Rule 144(k) under the
Securities Act (or any similar rule or rules then in force), the Company shall, upon the request of
the holder of such Restricted Securities, remove the legend set forth in Section 12(a)(iv) from the
certificates representing such Restricted Securities.
(iv) Each certificate representing Restricted Securities shall be imprinted with a legend in
substantially the following form:
“The securities represented hereby have not been registered under
the Securities Act of 1933, as amended or any state securities or
blue sky laws and may not be transferred in the absence of
registration thereunder or an exemption therefrom.”
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(g) Governing Law. All questions concerning the construction, validity, enforcement
and interpretation of this Agreement and the exhibits hereto shall be governed by the law of the
State of Delaware, without giving effect to any choice of law or conflict of law provisions or rule
(whether of the State of Delaware or any other jurisdiction) that would cause the laws of any
jurisdiction other than the State of Delaware to be applied.
Notices to the Company or Cinemark: | ||||
Cinemark Holdings, Inc. | ||||
Cinemark, Inc. | ||||
0000 Xxxxxx Xxxxxxx, Xxxxx 000 | ||||
Xxxxx, XX 00000 | ||||
Facsimile: (000) 000-0000 | ||||
Attention: Xxxxxxx Xxxxxxxx | ||||
with copies to (which shall not constitute notice): | ||||
Madison Dearborn Capital Partners IV, L.P. | ||||
Three First National Plaza, Suite 3800 | ||||
00 Xxxx Xxxxxxx Xxxxxx | ||||
Xxxxxxx, XX 00000 | ||||
Facsimile: (000) 000-0000 | ||||
Attention: Xxxxxxxx X. Xxxxxxxxx | ||||
Xxxxxxxx & Xxxxx LLP | ||||
000 Xxxx Xxxxxxxx Xxxxx | ||||
Xxxxxxx, XX 00000 | ||||
Facsimile: (000) 000-0000 | ||||
Attention: Xxxxxx X. Xxxx, P.C. | ||||
Xxxxxxx X. Xxxxx |
||||
Notices to Contributor: |
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Syufy Enterprises, LP | ||||
000 Xxxxxxx Xxx | ||||
Xxx Xxxxxx, XX 00000 | ||||
Attention: Chief Financial Officer | ||||
with copies to (which shall not constitute notice): | ||||
Xxxxxxxx & Xxxxxxxx | ||||
000 Xxxxxx Xxxxxx | ||||
Xxx Xxxxxxxxx, XX 00000 | ||||
Facsimile: (000) 000-0000 | ||||
Attention: Xxxx X. Xxxxxxxx |
or to such other address or to the attention of such other Person as the recipient party has
specified by prior written notice to the sending party. Any notice under this Agreement shall be
deemed to have been given when so delivered or, if sent by telecopy the day of receipt, or if
mailed, three days after deposit in the U.S. mail (return receipt requested) and one day after
deposit with a reputable overnight courier service.
(k) THE SALE OF THE SECURITIES THAT ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN
QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE SALE OF SUCH
SECURITIES AND THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH
QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION
25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS
AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO
EXEMPT.
* * * * *
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IN WITNESS WHEREOF, the parties hereto have executed this Stock Contribution and Exchange
Agreement on the date first written above.
CINEMARK HOLDINGS, INC. |
||||
By: | ||||
Name: | ||||
Its: | ||||
CINEMARK, INC. |
||||
By: | ||||
Name: | ||||
Its: | ||||
SYUFY ENTERPRISES, LP |
||||
By: | ||||
Name: | ||||
Its: | ||||
NUMBER OF SHARES OF CLASS A COMMON STOCK OF THE COMPANY
Number of Company Shares: 3,388,466
Number of Rollover Shares: 1,723,891