CARMIKE CINEMAS, INC.
LOCK-UP AGREEMENT
January , 2004
Xxxxxxx, Xxxxx & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Re: Carmike Cinemas, Inc. - Lock-Up Agreement
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Ladies and Gentlemen:
The undersigned understands that you, as representative (the
"Representative"), propose to enter into an Underwriting Agreement on
behalf of the several Underwriters named in Schedule I to such agreement
(collectively, the "Underwriters"), with Carmike Cinemas, Inc., a Delaware
corporation (the "Company"), the Selling Stockholders named therein and UBS
Securities LLC, as Independent Underwriter (as defined therein), providing
for a public offering of the Common Stock of the Company (the "Shares")
pursuant to a Registration Statement on Form S-1 (Registration No.
333-90028) filed with the Securities and Exchange Commission (the "SEC").
In consideration of the agreement by the Underwriters to offer and
sell the Shares, and of other good and valuable consideration the receipt
and sufficiency of which is hereby acknowledged, the undersigned agrees
that, during the period beginning from the date of the final Prospectus
covering the public offering of the Shares and continuing to and including
the date 165 days after the date of such final Prospectus, the undersigned
will not offer, sell, contract to sell, pledge, grant any option to
purchase, make any short sale or otherwise dispose of any shares of Common
Stock of the Company, or any options or warrants to purchase any shares of
Common Stock of the Company, or any securities convertible into,
exchangeable for or that represent the right to receive shares of Common
Stock of the Company, whether now owned or hereinafter acquired, owned
directly by the undersigned (including holding as a custodian) or with
respect to which the undersigned has beneficial ownership within the rules
and regulations of the SEC (collectively the "Undersigned's Shares").
The foregoing restriction is expressly agreed to preclude the
undersigned from engaging in any hedging or other transaction which is
designed to or which reasonably could be expected to lead to or result in a
sale or disposition of the Undersigned's Shares even if such Shares would
be disposed of by someone other than the undersigned. Such prohibited
hedging or other transactions would include without limitation any short
sale or any purchase, sale or grant of any right (including without
limitation any put or call option) with respect to any of the Undersigned's
Shares or with respect to any security that includes, relates to, or
derives any significant part of its value from such Shares.
Notwithstanding the foregoing, the undersigned may transfer the
Undersigned's Shares (i) as a bona fide gift or gifts, provided that the
donee or donees thereof agree to be bound in writing by the restrictions
set forth herein, (ii) to any trust for the direct or indirect benefit of
the undersigned or the immediate family of the undersigned, provided that
the trustee of the trust agrees to be bound in writing by the restrictions
set forth herein, and provided further that any such transfer shall not
involve a disposition for value, or (iii) with the prior written consent of
Xxxxxxx, Xxxxx & Co. on behalf of the Underwriters. For purposes of this
Lock-Up Agreement, "immediate family" shall mean any relationship by blood,
marriage or adoption, not more remote than first cousin. In addition,
notwithstanding the foregoing, if the undersigned is a corporation, the
corporation may transfer the capital stock of the Company to any
wholly-owned subsidiary of such corporation, and if the undersigned is a
partnership, corporation or other entity, the partnership, corporation or
other entity may transfer the capital stock of the Company to any affiliate
of such partnership, corporation or other entity, respectively (including
any affiliate that is a Selling Stockholder (as defined in the Underwriting
Agreement)); provided, however, that in any such case, it shall be a
condition to the transfer that the transferee execute an agreement stating
that the transferee is receiving and holding such capital stock subject to
the provisions of this Lock-Up Agreement and there shall be no further
transfer of such capital stock except in accordance with this Lock-Up
Agreement, and provided further that any such transfer shall not involve a
disposition for value. The undersigned now has, and, except as contemplated
by clause (i), (ii), or (iii) above, for the duration of this Lock-Up
Agreement will have, good and valid title to the Undersigned's Shares, free
and clear of all adverse claims within the meaning of the Uniform
Commercial Code. The undersigned also agrees and consents to the entry of
stop transfer instructions with the Company's transfer agent and registrar
against the transfer of the Undersigned's Shares except in compliance with
the foregoing restrictions.
Notwithstanding anything herein to the contrary, the foregoing shall
not be deemed to restrict Xxxxxxx, Sachs & Co. and its affiliates from
engaging in any brokerage, investment advisory, financial advisory,
anti-raid advisory, merger advisory, financing, asset management, trading,
market making, arbitrage, principal investing and other similar activities
conducted in the ordinary course of their affiliates' business.
The undersigned understands that the Company and the Underwriters are
relying upon this Lock-Up Agreement in proceeding toward consummation of
the offering. The undersigned further understands that this Lock-Up
Agreement is irrevocable and shall be binding upon the undersigned's heirs,
legal representatives, successors, and assigns.
Very truly yours,
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Exact Name of Shareholder
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Authorized Signature
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