REGISTRATION RIGHTS AGREEMENT BY AND AMONG AMC NETWORKS INC. AND THE DOLAN FAMILY AFFILIATES
Exhibit 2
BY AND AMONG
AND
THE XXXXX FAMILY AFFILIATES
Registration Rights Agreement (this “Agreement”) dated as of June 9, 2011 (but
effective as provided in Section 9(k)), by and among AMC Networks Inc., a Delaware corporation (the
“Company”), the parties set forth on Annex A to this Agreement (the “Xxxxx Family
Affiliates”) and the Qualifying Creditors, if any, who have agreed in writing to become bound
by this Agreement. Certain capitalized terms used in this Agreement are defined in Annex B hereto.
WITNESSETH:
WHEREAS, as of the date of this Agreement, the Xxxxx Family Affiliates own shares of
Cablevision NY Group Class B Common Stock, par value $.01 per share (“Cablevision Class B
Common Stock”), and shares of Cablevision NY Group Class A Common Stock, par value $.01 per
share (“Cablevision Class A Common Stock”);
WHEREAS, the Xxxxx Family Affiliates are party to a Registration Rights Agreement, dated as of
January 13, 2010, by and among Cablevision and the Xxxxx Family Affiliates, and the Xxxxx Family
Affiliates have certain registration rights under that agreement with respect to shares of
Cablevision Class A Common Stock;
WHEREAS, Cablevision intends to distribute (the “Distribution”) to the holders of
Cablevision Class A Common Stock all of the outstanding shares of the Company’s Class A Common
Stock, $.01 par value (the “Class A Common Stock”), and to the holders of Cablevision Class
B Common Stock all of the outstanding shares of the Company’s Class B Common Stock, $.01 par value
(the “Class B Common Stock”); and
WHEREAS, the Company and the Xxxxx Family Affiliates wish to provide for benefits and
restrictions applicable to the Shares owned by the Xxxxx Family Holders following the Distribution,
all as provided herein.
NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein,
the parties hereby agree as follows:
1. Demand Registration by the Xxxxx Family Parties of the Shares.
(a) Demand Registration. One or more of the Xxxxx Family Parties may request in
writing that the Company file a registration statement on an appropriate form for the general
registration of securities under the Securities Act, and include therein such number of the Shares
owned by such Xxxxx Family Party as such person may specify in its written request;
provided, however, that (i) the Company shall not be required to file a
registration statement pursuant to this Section 1 if (x) the Shares requested to be so
registered do not, in the case of a Xxxxx Family Holder, together with any Shares timely requested
to be registered by other Xxxxx Family Holders and Other Holders pursuant to the third-to-last
sentence of this Section 1(a), have an aggregate Market Price exceeding the Rule 144 Threshold as
of the Trading Day immediately preceding the expiration of the applicable Notice Period under such
sentence or, in the case of a Qualifying Creditor, do not have an aggregate Market Price exceeding
the Rule 144 Threshold as of the Trading Day immediately preceding the date on which the request
for registration is received by the Company, or (y) the Company delivers to each Xxxxx
Family Party requesting registration under this Section 1 an opinion of counsel to the Company
(such opinion and such counsel to be reasonably acceptable to each such Xxxxx Family Party, it
being agreed that the Company’s regular outside securities counsel
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shall be deemed to be reasonably acceptable counsel for this purpose) to the effect that the
Shares proposed to be registered by such person may be offered and sold by such person to the
public in the United States together with the Shares requested to be registered by all other Xxxxx
Family Parties and Other Holders (I) without registration pursuant to an effective
registration statement under the Securities Act and (II) within the volume limitations
under Rule 144(e) promulgated under the Securities Act (or any successor rule or regulation)
whether or not such volume limitations are then applicable, (ii) subject to the next
sentence, after the death of both Xxxxx and his spouse, the Xxxxx Family Holders shall in the
aggregate have the right on only four occasions to require the Company to file a registration
statement pursuant to this Section 1, and (iii) subject to the next sentence, a Qualifying
Creditor may require registration only following the exercise of its remedies under a security
agreement with a Xxxxx Family Holder and for the purpose of Transferring Shares pursuant thereto
and each Qualifying Creditor may only require one registration hereunder. The total number of
demand registrations under clauses (ii) and (iii) of the immediately preceding sentence and under
the corresponding provisions of the Xxxxx Children Trusts Registration Rights Agreement shall not
exceed four. All requests made pursuant to this paragraph shall specify the aggregate number of
Shares to be registered and the intended methods of disposition thereof, which methods may include
an underwritten public offering. Upon receipt of a written request for registration from a Xxxxx
Family Holder pursuant to the preceding sentences, the Company shall promptly give written notice
of the proposed registration to each such other Xxxxx Family Holder and each Other Holder and
provide each such other holder with the opportunity to join in such request by written notice to
the Company specifying
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the aggregate number of Shares to be registered by such holder within 20 days from the date of
the Company’s written notice (such period is referred to as the “Notice Period”). Subject
to Section 1(c) of this Agreement, the Company will use its reasonable best efforts to ensure that
each registration statement required to be filed pursuant to this Section 1 shall be filed with the
Securities and Exchange Commission (the “Commission”) as promptly as reasonably
practicable, but no later than 45 days after receipt of such request by the Company, and the
Company shall use its reasonable best efforts to cause such registration statement to be declared
effective by the Commission as promptly thereafter as practicable; provided,
however, that the Company shall not be required to maintain such effectiveness for more
than 90 days. Notwithstanding the Company’s rights to effect a Suspension of Filing or Suspension
of Effectiveness in Section 1(c), the Xxxxx Family Parties that made the registration request under
this Section 1(a) shall have the right to withdraw any such request, and such withdrawn request
shall not count as a demand registration under clause (ii) or (iii) of this Section 1(a) or the
corresponding provisions under the Xxxxx Children Trusts Registration Rights Agreement, if
(1) the registration statement required to be filed pursuant to this Section 1 is not filed
with the Commission by the date that is 45 days after such request is received by the Company and
has not at the time of such withdrawal been filed with the Commission, or is not declared effective
by the date that is 90 days after the date such registration statement is filed with the Commission
and has not at the time of such withdrawal been declared effective, and (2) in either case,
such Xxxxx Family Parties notify the Company of the withdrawal of such request no later than 10
days after such 45th or 90th day, as the case may be.
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(b) Concurrent Primary Offering. Anything in this Section 1 to the contrary
notwithstanding, if the Company at the time of receipt of a request for registration pursuant to
this Section 1 has a bona fide intent and plan to file a registration statement (other than on Form
S-4 or S-8 or any successor forms) covering a primary offering by the Company of its Common Equity
Securities, the Company, by notice to the applicable Xxxxx Family Parties, may delay the filing
(but not the preparation) of the requested registration statement for a period ending on the
earlier of (i) 60 days after the closing of such offering or (ii) 120 days after
receipt of the request for registration; and, provided, further, if the Company
either abandons its plan to file such registration statement or does not file the same within 75
days after receipt of such request, the Company shall promptly thereafter file the requested
registration statement. The Company may not, pursuant to the immediately preceding sentence, delay
the filing of a requested registration statement more than once during any two-year period.
(c) Suspension of Offering. Upon notice by the Company to any Xxxxx Family Party
which has requested registration under this Section 1 that a negotiation or consummation of a
transaction by the Company or any of its subsidiaries is pending or an event has occurred, which
negotiation, consummation or event would require disclosure in the registration statement for the
requested registration and such disclosure would, in the good faith judgment of the board of
directors of the Company, be materially adverse to the business interests of the Company, and the
nondisclosure of which in the registration statement would reasonably be expected to cause the
registration statement to fail to comply with applicable disclosure requirements (a
“Materiality Notice”), the Company may delay the filing (but not the preparation) of such
registration
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statement (a “Suspension of Filing”). Upon the delivery of a Materiality Notice by
the Company pursuant to the preceding sentence at any time when a registration statement has been
filed but not declared effective, the Company may delay seeking the effectiveness of such
registration statement (a “Suspension of Effectiveness”), and each Xxxxx Family Party named
therein shall immediately discontinue any offers of Shares under such registration statement until
such Xxxxx Family Party receives copies of a supplemented or amended prospectus that corrects such
misstatement or omission, or until it is advised in writing by the Company that offers under such
registration statement may be resumed and has received copies of any additional or supplemental
filings which are incorporated by reference in such registration statement. Upon the delivery of a
Materiality Notice by the Company pursuant to the first sentence of this Section 1(c) at any time
when a registration statement has been filed and declared effective, each Xxxxx Family Party named
therein shall immediately discontinue offers and sales of Shares under such registration statement
until such Xxxxx Family Party receives copies of a supplemented or amended prospectus that corrects
such misstatement or omission and notice that any post-effective amendment has become effective, or
until it is advised in writing by the Company that offers under such registration statement may be
resumed and has received copies of any additional or supplemental filings which are incorporated by
reference in the registration statement (a “Suspension of Offering;” a Suspension of
Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to
herein as, “Suspensions”). If so directed by the Company, each Xxxxx Family Party will
deliver to the Company all copies (other than permanent file copies then in such Xxxxx Family
Party’s possession) of any prospectus covering Shares in the
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possession of such Xxxxx Family Party or its agents current at the time of receipt of any
Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall not,
without the consent of a majority of the Xxxxx Family Holders (by number of Shares held), which
consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of
Offering, any 90-day period in respect of which the Company is required to maintain the
effectiveness of a registration statement pursuant to Section 1(a) of this Agreement shall be
extended by the number of days during which the Suspension of Offering was in effect. In the event
of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family
Parties have sold less than 75% of the Shares to be sold in such offering, the Xxxxx Family Parties
shall be entitled to withdraw such registration prior to the later of (i) the end of the
Suspension of Offering and (ii) three business days after the Company has provided the
Xxxxx Family Parties written notice of the anticipated date on which the Suspension of Offering
will end, and, if such registration is withdrawn, the related demand for registration shall not
count for the purposes of the limitations set forth under clauses (ii) and (iii) of Section 1(a) or
the comparable provisions under the Xxxxx Trusts Registration Rights Agreement.
(d) Market Price; Trading Day. For purposes of this Section 1:
(i) “Market Price” of a share of Class A Common Stock shall mean the weighted
average of the closing prices for the Class A Common Stock on each Trading Day (as defined
below) in the 30-day period ending on the day prior to the date of determination as
reported in the consolidated transaction reporting system of the NASDAQ Global Market or on
the comparable reporting
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system of such other exchange or trading system that is at the time the principal
market for the Class A Common Stock.
(ii) “Trading Day” shall mean any day on which trading takes place on the
NASDAQ Global Market or such other exchange or trading system that is at the time the
principal market for the Class A Common Stock.
2. Coordination of PiggyBack Registration Rights.
Each of the Xxxxx Family Parties hereby acknowledges and consents to the grant by the Company
to the Children Trust Holders (as defined in the Xxxxx Children Trusts Registration Rights
Agreement and hereinafter referred to in this Agreement as the “Other Holders”), in the
Xxxxx Children Trusts Registration Rights Agreement, of the right of the Other Holders to include
certain of their respective shares of Class A Common Stock in certain registration statements filed
pursuant hereto. Each of the Xxxxx Family Parties further acknowledges and agrees that if any
offering hereunder is to be underwritten and if the managing underwriter or underwriters of such
offering informs such person in writing that the number of shares of Class A Common Stock which the
Xxxxx Family Parties, and the Other Holders, as the case may be, intend to include in such offering
is sufficiently large so as to affect the offering price of such offering materially and adversely,
then the respective number of shares of Class A Common Stock to be offered for the account of each
Xxxxx Family Party and each Other Holder, as the case may be, who is participating in such offering
shall be reduced pro rata to the extent necessary to reduce the total number of shares of Class A
Common Stock to be included in such offering to the number recommended by such managing
underwriter. Except for such piggyback registration rights granted to Other Holders, and to any
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transferee of the shares of Class A Common Stock owned by an Other Holder which may be
registered pursuant to the Xxxxx Children Trusts Registration Rights Agreement, neither the Company
nor any of its security holders shall have the right to include any of the Company’s securities in
any registration statement filed pursuant hereto.
3. Piggyback Registration of the Shares.
If the Company proposes to file a registration statement under the Securities Act with respect
to an offering (a) by an Other Holder of its holdings of Class A Common Stock pursuant to
the Xxxxx Children Trusts Registration Rights Agreement, (b) by any other holder of any
Common Equity Securities or (c) by the Company for its own account of any Common Equity
Securities (other than a registration statement on Form S-4 or S-8, or any successor form or a form
filed in connection with an exchange offer or an offering of securities solely to the existing
stockholders of the Company), the Company shall give written notice of such proposed filing to each
of the Xxxxx Family Holders at least 20 days before the anticipated filing date which shall state
whether such registration will be in connection with an underwritten offering and offer such Xxxxx
Family Holders the opportunity to include in such registration statement such number of the Shares
as such Xxxxx Family Holder may request not later than three days prior to the anticipated filing
date. The Company shall use its reasonable best efforts to cause the managing underwriter or
underwriters of a proposed underwritten offering to permit such Xxxxx Family Holders to be included
in the registration for such offering and to include such Shares in such offering on the same terms
and conditions as the Common Equity Securities included in such offering. If such proposed
offering is to be underwritten, then upon request by the managing underwriter or underwriters given
to such Xxxxx Family
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Holders prior to the effective date of the offering, any Xxxxx Family Holder electing to have
Shares included in the registration statement shall either enter into underwriting agreements with
customary terms and conditions for a secondary offering with such underwriter or underwriters
providing for the inclusion of such number of the Shares owned by such Xxxxx Family Holder in such
offering on such terms and conditions or, if such Xxxxx Family Holder shall refuse to enter into
any such agreement, the Company shall have the right to exclude from such registration all (but not
less than all) of the Shares of such Xxxxx Family Holder. Notwithstanding the foregoing,
(x) in no event will any Xxxxx Family Holder be required in such underwriting agreement (or
in any other agreement in connection with such offering) to (i) make any representations or
warranties to or agreements with the underwriters other than representations, warranties or
agreements customarily made by selling securityholders in underwritten secondary offerings,
(ii) make any representations or warranties to or agreements with the Company other than
representations, warranties or agreements regarding such Xxxxx Family Holder, the ownership of such
Xxxxx Family Holder’s Common Equity Securities, the authorization, validity and binding effect of
transaction documents executed by such Xxxxx Family Holder in connection with such registration and
such Xxxxx Family Holder’s intended method or methods of distribution and any other representation
required by law; provided that no Xxxxx Family Holder shall be required to make any
representation or warranty to any person covered by the indemnity in Section 7(b) other than on a
several (and not joint) basis, or (iii) furnish any indemnity to any person which is
broader than the indemnity customarily furnished by selling security holders in underwritten
offerings; provided that no Xxxxx Family Holder shall be required to furnish
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any indemnity broader than the indemnity furnished by such Xxxxx Family Holder in Section 7(b)
to any person covered by the indemnity in Section 7(b), and (y) if the managing underwriter
or underwriters of such offering informs the Xxxxx Family Holders in writing that the number of
Shares which the Xxxxx Family Holders and the number of Shares which the Other Holders intend to
include in such offering is sufficiently large so as to affect materially and adversely the success
of such offering, the Shares to be offered for the account of the Xxxxx Family Holders and the
Other Holders shall first be reduced pro rata to the extent necessary to reduce the total number of
shares of Class A Common Stock to be included in such offering to the number recommended by such
managing underwriter. In giving effect to the foregoing reduction, the respective number of the
Shares to be offered for the account of Xxxxx Family Holders shall be reduced pro rata.
4. Holdback Agreements.
(a) Restrictions on Public Sale by Xxxxx Family Parties. To the extent not
inconsistent with applicable law, each Xxxxx Family Party agrees not to offer publicly or effect
any public sale or distribution of Common Equity Securities, including a sale pursuant to Rule 144
under the Securities Act (or any successor rule or regulation), during the seven days prior to, and
during the 90-day period beginning on, the effective date of any registration statement filed by
the Company pursuant to which any such shares or securities are being registered (except as part of
such registration), if and to the extent requested by the Company in the case of a non-underwritten
public offering or if and to the extent requested by the managing underwriter or underwriters in
the case of an underwritten public offering.
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(b) Restrictions on Public Sale by the Company and Others. The Company agrees
(i) that during the seven days prior to, and during the 90-day period beginning on, the
effective date of any registration statement filed at the request of a Xxxxx Family Party pursuant
hereto, the Company will not offer publicly or effect any public sale or distribution of Common
Equity Securities (other than any such sale or distribution of such securities in connection with
any merger or consolidation of the Company or any subsidiary with, or the acquisition by the
Company or a subsidiary of the capital stock or substantially all of the assets of, any other
person or any offer or sale of such securities pursuant to a registration statement on Form S-8),
and (ii) that any agreement entered into after the date of this Agreement pursuant to which
the Company issues or agrees to issue any privately placed Common Equity Securities shall contain a
provision under which holders of such securities agree not to effect any public sale or
distribution of any such securities during the periods described in (i) above, in each case
including a sale pursuant to Rule 144 (or any successor rule or regulation) under the Securities
Act (except as part of any such registration, if permitted).
5. Registration Procedures.
In connection with any registration of the Shares owned by a Xxxxx Family Party contemplated
hereby, the Company will as expeditiously as possible:
(a) Furnish to such Xxxxx Family Party, prior to filing a registration statement, copies of
such registration statement as proposed to be filed, and thereafter such number of copies of such
registration statement, each amendment and supplement thereto (in each case including all exhibits
thereto), the prospectus included in such registration statement (including each preliminary
prospectus) and such other documents
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in such quantities as such Xxxxx Family Party may reasonably request from time to time in
order to facilitate the disposition of the Shares.
(b) Use its reasonable best efforts to register or qualify the Shares being registered as
contemplated hereby (the “Registered Class A”) under such other securities or blue sky laws
of such jurisdictions as such Xxxxx Family Party reasonably requests and do any and all other acts
and things which may be reasonably necessary or advisable to enable such Xxxxx Family Party to
consummate the disposition in such jurisdictions of the Registered Class A; provided that
the Company will not be required to (i) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but for this paragraph (b),
(ii) subject itself to taxation in any such jurisdiction, or (iii) consent to
general service of process in any such jurisdiction.
(c) Use its reasonable best efforts to cause the Registered Class A to be registered with or
approved by such other governmental agencies or authorities as may be necessary by virtue of the
business and operations of the Company to enable such Xxxxx Family Party to consummate the
disposition of such Registered Class A.
(d) Notify such Xxxxx Family Party at any time, (i) of any request by the Commission
or any other federal or state governmental authority for amendments or supplements to a
registration statement or related prospectus or for additional information, (ii) of the
issuance by the Commission of any stop order suspending the effectiveness of a registration
statement or the initiation of any proceedings for that purpose, (iii) of the receipt by
the Company of any notification with respect to the suspension of the qualification or exemption
from qualification of any of the Registered Class A for sale in any jurisdiction, or the initiation
or threatening of any proceeding for
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such purpose, and (iv) when a prospectus relating thereto is required to be delivered
under the Securities Act, of the happening of any event as a result of which the prospectus
included in such registration statement contains an untrue statement of a material fact or omits to
state any material fact required to be stated therein or necessary to make the statements therein
not misleading, and, except as otherwise provided in Section 1(c) hereof, the Company will, as
expeditiously as practicable, prepare a supplement or amendment to such prospectus so that, as
thereafter delivered to the purchasers of such Registered Class A, such prospectus will not contain
an untrue statement of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading.
(e) Use its reasonable best efforts to obtain the withdrawal of any order suspending the
effectiveness of a registration statement, or the lifting of any suspension of the qualification
(or exemption from qualification) of any of the Registered Class A for sale in any jurisdiction at
the earliest date reasonably practical.
(f) Cause all such Registered Class A to be listed on the NASDAQ Global Market or on any other
securities exchange on which the Class A Common Stock is then listed, provided that the
applicable listing requirements are satisfied.
(g) Enter into customary agreements (including an underwriting agreement in customary form)
and take such other actions as are reasonably requested by the relevant Xxxxx Family Party in order
to expedite or facilitate the disposition of the Registered Class A.
(h) Make available for inspection by such Xxxxx Family Party, any underwriter participating in
any disposition pursuant to such registration statement, and
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any attorney, accountant or other agent retained by such Xxxxx Family Party or such
underwriter (collectively, the “Inspectors”), all financial and other records, pertinent
corporate documents and properties of the Company (collectively, the “Records”) as shall be
reasonably necessary to enable them to exercise their due diligence responsibility, and cause the
officers, directors and employees of the Company to supply all information reasonably requested by
any such Inspector in connection with such registration statement. Records which the Company
determines, in good faith, to be confidential and which it notifies the Inspectors are confidential
shall not be disclosed by the Inspectors unless (i) the disclosure of such Records is
necessary to avoid or correct a misstatement or omission in the registration statement or
(ii) the release of such Records is ordered pursuant to a subpoena or other order from a
court of competent jurisdiction. Any Xxxxx Family Party shall use reasonable best efforts, prior
to any disclosure by any such Inspector under clause (i) of the preceding sentence, to inform the
Company that such disclosure is necessary to avoid or correct a misstatement or omission in the
registration statement. Each Xxxxx Family Party further agrees that it will, upon learning that
disclosure of Records is sought in a court of competent jurisdiction, give notice to the Company
and allow the Company, at the expense of the Company, to undertake appropriate action to prevent
disclosure of the Records deemed confidential.
(i) In the event such sale is pursuant to an underwritten offering, use its reasonable best
efforts to (i) obtain a comfort letter from the independent public accountants for the
Company in customary form and covering such matters of the type customarily covered by such letters
as any Xxxxx Family Party reasonably requests and (ii) ensure that (A) the
representations, warranties and covenants contained in the
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applicable underwriting agreement shall expressly be for the benefit of any Xxxxx Family Party
participating in such sale, (B) the conditions to closing in said underwriting agreement
shall be reasonably satisfactory to such Xxxxx Family Party and (C) to the extent
customary, all comfort letters and opinions of counsel contemplated by said underwriting agreements
are delivered to such Xxxxx Family Party on the closing date of the offering.
(j) Otherwise use its reasonable best efforts to comply with all applicable rules and
regulations of the Commission and have the registration statement declared effective as soon as
practicable after filing.
The Company may require any Xxxxx Family Party to furnish to the Company such information
regarding such Xxxxx Family Party as the Company may from time to time reasonably request in
writing, in each case only as required by the Securities Act or the rules and regulations
thereunder.
Each Xxxxx Family Party agrees that, upon receipt of any notice from the Company of the
happening of any event of the kind described in Section 5(d) hereof, such Xxxxx Family Party will
forthwith discontinue disposition of the Registered Class A pursuant to the registration statement
covering such Registered Class A until such Xxxxx Family Party receives the copies of the
supplemented or amended prospectus contemplated by Section 5(d) hereof, and, if so directed by the
Company, such Xxxxx Family Party will deliver to the Company (at the expense of the Company) all
copies, other than permanent file copies then in such Xxxxx Family Party’s possession, of the
prospectus covering such Registered Class A current at the time of receipt of such notice. If
interrupted by receipt of any such notice pursuant to Section 5(d), any 90-day period in
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respect of which the Company is required to maintain the effectiveness of a registration
statement pursuant to Section 1(a) shall be extended by the number of days during which the
interruption was in effect.
6. Registration Expenses.
Other than in the case of (a) a registration at the request of a Qualifying Creditor
or (b) a demand registration under Section 1(a)(ii) after the second such registration
(each registration referred to in clause (a) or (b), a “Designated Registration”), all
expenses incident to the performance of or compliance with this Agreement by the Company,
including, without limitation, all registration and filing fees, fees and expenses of compliance
with securities or blue sky laws (including reasonable fees and disbursements of counsel in
connection with blue sky qualifications of the Registered Class A), printing expenses, messenger
and delivery expenses, internal expenses (including, without limitation, all salaries and expenses
of its officers and employees performing legal or accounting duties), the fees and expenses
incurred in connection with the listing of the Registered Class A on the NASDAQ Global Market or
any other securities exchange on which such Class A Common Stock is then listed, fees and
disbursements of counsel for the Company and its independent certified public accountants
(including the expenses of any special audit or comfort letters required by or incident to such
performance), securities acts liability insurance (if the Company elects to obtain such insurance),
the fees and expenses of any special experts retained by the Company in connection with such
registration, the fees and expenses of other persons retained by the Company, including transfer
agents, trustees, depositories and registrars (all such expenses being herein called
“Registration Expenses”), will be borne by the
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Company. In the case of a Designated Registration, all Registration Expenses other than
internal expenses of the Company and securities acts liability insurance obtained by the Company at
its election, shall be borne by the Qualifying Creditor or the Xxxxx Family Holders participating
in the offering, as the case may be. The Company will not have any responsibility for any of the
expenses of any Xxxxx Family Party incurred in connection with any registration statement
hereunder, including, without limitation, underwriting discounts or commissions attributable to the
sale of Registered Class A and fees and expenses of counsel for such Xxxxx Family Party.
7. Indemnification; Contribution.
(a) Indemnification by the Company. The Company agrees to indemnify and hold
harmless, to the fullest extent permitted by law, (i) each Xxxxx Family Party, (ii)
the directors, officers, partners, employees, agents, beneficiaries, trustees, members and
affiliates of each Xxxxx Family Party, and the directors, officers, partners, employees and agents
of each such affiliate, and (iii) each person who controls any of the foregoing (within the
meaning of the Securities Act and the Exchange Act), and any investment adviser thereof, against
any and all losses, claims, damages, liabilities, expenses (or actions or proceedings in respect
thereof) or costs (including, without limitation, costs of investigation and reasonable attorneys’
fees and disbursements incurred by any such indemnified person in connection with enforcing its
rights hereunder preparing, pursuing or defending any such loss, claim, damage, liability, expense,
action or proceeding), including any of the foregoing incurred in settlement of any litigation
commenced or threatened (collectively, “Losses”), joint or several, based upon or arising
out of (x) any untrue or alleged untrue statement of material fact
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contained in any registration statement, prospectus, preliminary prospectus, summary
prospectus or amendment or supplement thereto, (y) any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make the statements
therein (in the case of a prospectus, in the light of the circumstances under which they were made)
not misleading, or (z) any violation by the Company of any federal, state or common law
rule or regulation applicable to the Company in connection with such registration, and the Company
will reimburse each such indemnified party for any such Loss, except in each case insofar as any
such Loss arises out of or is based upon an untrue statement or omission made in any such
registration statement, prospectus, preliminary prospectus, final prospectus, summary prospectus,
amendment or supplement, or a violation of law or regulation in reliance upon and in conformity
with written information furnished to the Company by such indemnified party expressly for use in
the preparation thereof, it being understood that the information to be furnished to the Company
for use in the preparation of any such document shall be limited only to the information
specifically referenced in the penultimate sentence of Section 7(b). Such indemnity shall remain
in full force and effect regardless of any investigation made by such indemnified person and shall
survive the Transfer of any Shares by any such indemnified person. The indemnity in this Section
7(a) shall not apply to Losses incurred by a person other than in his or her capacity as a selling
security holder. In connection with an underwritten offering, the Company will indemnify the
underwriters thereof, their officers and directors and each person who controls such underwriters
(within the meaning of the Securities Act or the Exchange Act) to the same extent as provided above
with respect to the indemnification of each Xxxxx Family Party.
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(b) Indemnification by Xxxxx Family Parties. In connection with any registration
statement contemplated hereby, each Xxxxx Family Party participating in any offer or sale pursuant
to such registration statement will furnish to the Company in writing such information with respect
to such Xxxxx Family Party as the Company reasonably requests for use in connection with any such
registration statement, prospectus, preliminary prospectus, summary prospectus or amendment or
supplement thereto and agrees to indemnify and hold harmless, severally, and not jointly, to the
fullest extent permitted by law, the Company, its directors, officers, employees, agents and
affiliates and the directors, officers, partners, employees and agents of each such affiliate and
each person who controls the Company (within the meaning of the Securities Act or the Exchange Act)
against any Losses insofar as such Losses arise out of or are based upon (i) an untrue or
alleged untrue statement of a material fact contained in any such registration statement,
prospectus, preliminary prospectus, summary prospectus or amendment or supplement thereto or any
omission or alleged omission to state therein a material fact required to be stated therein or
necessary to make the statements therein (in the case of a prospectus, in the light of the
circumstances under which they were made) not misleading, to the extent that such untrue statement
or omission is contained in or omitted from any information with respect to such Xxxxx Family Party
so furnished in writing by such Xxxxx Family Party expressly for use in the preparation of such
registration statement, prospectus, preliminary prospectus, summary prospectus or amendment or
supplement thereto, as the case may be, or (ii) any violation by such Xxxxx Family Party of
any federal, state or common law rule or regulation applicable to such Xxxxx Family Party in
connection with such registration. It is understood that the
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information to be furnished by a Xxxxx Family Party to the Company for use in the preparation
of any such document shall be limited only to information regarding such Xxxxx Family Party, the
ownership of such Xxxxx Family Party’s Common Equity Securities, such Xxxxx Family Party’s intended
method or methods of distribution and any other information required by law. The liability of a
Xxxxx Family Party under this Section 7(b) shall not exceed the amount of net proceeds received by
such Xxxxx Family Party (net of underwriting discounts borne by such Xxxxx Family Party) from the
sale of the Shares in the offering that is the subject of an indemnity claim under this Section
7(b).
(c) Conduct of Indemnification Proceedings. Any person entitled to indemnification
hereunder agrees to give prompt written notice to the indemnifying party after the receipt by such
person of any written notice of the commencement of any action, suit, proceeding or investigation
or threat thereof made in writing for which such person will claim indemnification or contribution
pursuant to this Agreement, provided that the failure of any indemnified party to give notice as
provided herein shall not relieve the indemnified party of its obligations under this Section 7,
except to the extent that the indemnifying party is materially prejudiced by such failure to give
notice. Unless in the reasonable judgment of such indemnified party, a conflict of interest may
exist between such indemnified party and the indemnifying party with respect to such claim, the
indemnified party shall permit the indemnifying party to assume the defense of such claim with
counsel reasonably satisfactory to such indemnified party. If the indemnifying party is not
entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the
fees and expenses of more than one counsel with respect
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to such claim, unless in the reasonable judgment of any indemnified party a conflict of
interest may exist between such indemnified party and any other of such indemnified parties with
respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and
expenses of such additional counsel or counsels. No indemnifying party will be subject to any
liability for any settlement made without its consent. No indemnifying party, in the defense of
any such claim or litigation shall, except with the consent of the applicable indemnified party,
which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into
any settlement which does not include as an unconditional term thereof the giving by the claimant
or plaintiff to such indemnified party of a release from all liability in respect of such claim or
litigation.
(d) Indemnification Payments. Any indemnification required to be made by an
indemnifying party pursuant to this Section 7 shall be made by periodic payments to the indemnified
party during the course of the action or proceeding, as and when bills are received by such
indemnifying party with respect to indemnifiable Losses incurred by such indemnified party.
(e) Contribution. If the indemnification provided for in this Section 7 from the
indemnifying party is unavailable to an indemnified party hereunder in respect of any Losses or is
insufficient to hold harmless an indemnified party from all Losses covered thereby, then the
indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount
paid or payable by such indemnified party as a result of such Losses in such proportion as is
appropriate to reflect the relative fault of the indemnifying party and indemnified parties in
connection with the actions which resulted
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in such Losses, as well as any other relevant equitable considerations. The relative fault of
such indemnifying party and indemnified parties shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact relates to information supplied by such indemnifying party or
indemnified parties, and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statements or omissions. The amount paid or payable by a
party as a result of the losses, claims, damages, liabilities and expenses referred to above shall
be deemed to include, subject to the limitations set forth in Section 7(c), any legal or other fees
or expenses reasonably incurred by such party in connection with any investigation or proceeding.
The parties hereto agree that it would not be just and equitable if contribution pursuant to
this Section 7(e) were determined by pro rata allocation or by any other method of allocation which
does not take into account the equitable considerations referred to in the immediately preceding
paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
of the Securities Act) shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.
Notwithstanding anything else contained herein, (i) no party shall be liable for
contribution under this Section 7(e) except to the extent and under such circumstances as such
party would have been liable to indemnify under this Section 7 if such indemnification were
enforceable under applicable law and (ii) no Xxxxx Family Party (or related indemnified
party) shall be required to contribute any amount in excess of the amount by which the net proceeds
received by such Xxxxx Family Party (net of
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underwriting discounts borne by such Xxxxx Family Party) from the sale of Shares in the
offering that is the subject of the claim for contribution exceeds the amount of any damages which
such Xxxxx Family Party (or related indemnified party) would have been required to pay by reason of
the indemnity under this Section 7 if such indemnification was enforceable under applicable law.
If indemnification is available under this Section 7, the indemnifying parties shall indemnify
each indemnified party to the full extent provided in Sections 7(a) and (b) without regard to the
relative fault of said indemnifying party or indemnified party or any other equitable consideration
provided for in this Section 7(e).
8. Participation in Underwritten Registrations. A Xxxxx Family Party may not
participate in any underwritten registration hereunder or under the Xxxxx Children Trusts
Registration Rights Agreement or otherwise unless such Xxxxx Family Party (a) agrees to
sell the Shares on the basis provided in any underwriting arrangements with customary terms and
conditions for a secondary offering approved by the persons entitled hereunder to approve such
arrangements and (b) completes and executes all questionnaires, powers of attorney,
indemnities, underwriting agreements and other documents reasonably required under the terms of
such underwriting arrangements, provided that none of the foregoing shall in any way limit the
obligations of the Company under Section 7.
9. Miscellaneous.
(a) No Inconsistent Agreements. The Company will not hereafter enter into any
agreement with respect to its securities which is inconsistent with the rights granted to the Xxxxx
Family Parties in this Agreement.
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(b) Amendments. This Agreement may not be amended, modified or altered except by a
writing duly signed by the party against which such amendment or modification is sought to be
enforced.
(c) Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the Company, the Xxxxx Family Parties and the respective successors and permitted
assigns of the Company and the Xxxxx Family Parties. This Agreement may not be assigned by either
the Company or a Xxxxx Family Party without the prior written consent of the other party hereto;
provided that the Company agrees that all transferees of all or substantially all of the Shares
held by Xxxxx shall be accorded all of the registration rights of Xxxxx hereunder. The Company
shall assign its rights and obligations hereunder to any entity that succeeds to all or
substantially all of its assets, by merger or otherwise, including to any holding company that may
be formed to be the parent of the Company, if such entity becomes the issuer of the securities then
owned by the Xxxxx Family Holders.
(d) Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, and all of which together shall constitute one and the same
instrument.
(e) Headings. The headings in this Agreement are for reference purposes only and
shall not constitute a part hereof.
(f) Construction. This Agreement shall be governed by, and construed in accordance
with, the internal laws of the State of New York without giving any effect to principles of
conflicts of laws.
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(g) Notices. Any notice required or desired to be delivered hereunder shall be
(i) in writing, (ii) delivered by personal delivery, sent by commercial delivery
service or certified mail, return receipt requested, or by facsimile or electronic mail,
(iii) deemed to have been given on the date of personal delivery, the date set forth in the
records of the delivery service or return receipt, or in the case of facsimile or electronic mail,
upon dispatch, and (iv) addressed as designated on Schedule 1 hereto (or to such
other address as the party entitled to notice shall hereafter designate in accordance with the
terms hereof), with copies as designated on Schedule 1 hereto.
(h) Severability. If any provision of this Agreement or the application of any
provision hereof to any person or circumstance is held invalid, the remainder of this Agreement and
the application of such provision to other persons or circumstances shall not be affected unless
the provision held invalid shall substantially impair the benefits of the remaining portions of
this Agreement.
(i) Entire Agreement. This Agreement is intended by the parties as a final expression
of their agreement and is intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained herein. There are
no restrictions, promises, warranties or undertakings, other than those set forth or referred to
herein. This Agreement supersedes all prior agreements and understandings between the parties with
respect to such subject matter.
(j) Attorneys’ Fees. In any action or proceeding brought to enforce any provision of
this Agreement, or where any provision hereof is validly asserted as a
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defense, the successful party shall be entitled to recover reasonable attorneys’ fees in
addition to any other available remedy.
(k) Effectiveness. This Agreement shall become effective on June 30, 2011, or if the
Distribution is not consummated on that date, then it shall become effective on the date on which
the Distribution is consummated, in each case without any further action of any of the parties
hereto.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first
written above.
| AMC NETWORKS INC. |
||||
| By: | /s/ Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | President and Chief Executive Officer | |||
| XXXXXXX X. XXXXX |
||||
| /s/ Xxxxxxx X. Xxxxx | ||||
| Individually and as Trustee of the | ||||
| Xxxxxxx X. Xxxxx 2009 Revocable Trust and the Xxxxxxx X. Xxxxx 2011 Grantor Retained Annuity Trust #1C | ||||
| XXXXX X. XXXXX |
||||
| /s/ Xxxxx X. Xxxxx | ||||
| Individually and as Trustee of the Xxxxx X. Xxxxx 2009 Revocable Trust and the Xxxxx X. Xxxxx 2011 Grantor Retained Annuity Trust #1C | ||||
| XXXXXXXX X. XXXXX |
||||
| /s/ Xxxxxxxx X. Xxxxx | ||||
| As Trustee of the Xxxxxxx X. Xxxxx 2009 Family Trusts and the Xxxxxxx X. Xxxxx 2010 Grandchildren Trusts | ||||
| XXXXX X. XXXXX |
||||
| /s/ Xxxxx X. Xxxxx | ||||
| As Trustee of the Xxxxxxx X. Xxxxx 2009 Family Trusts and the Xxxxxxx X. Xxxxx 2010 Grandchildren Trusts | ||||
[Signature Page to Family Affiliates Registration Rights Agreement (AMC)]
| XXXXXXXX X. XXXXX |
||||
| /s/ Xxxxxxxx X. Xxxxx | ||||
| As Trustee of the Xxxx Xxxxx 1989 Trust and the Xxxx Xxxxx 1989 Trust | ||||
| XXXXX FAMILY FOUNDATION |
||||
| By: | /s/ Xxxxxxxx Xxxxx Xxxxx | |||
| Name: | Xxxxxxxx Xxxxx Xxxxx | |||
| Title: | Chairwoman | |||
| XXXXX CHILDREN’S FOUNDATION |
||||
| By: | /s/ Xxxxxxxx Xxxxx Xxxxx | |||
| Name: | Xxxxxxxx Xxxxx Xxxxx | |||
| Title: | Chairwoman | |||
| XXXXX X. XXXXX |
||||
| /s/ Xxxxx X. Xxxxx | ||||
| Xxxxx X. Xxxxx, individually | ||||
[Signature Page to Family Affiliates Registration Rights Agreement (AMC)]
ANNEX A
XXXXX FAMILY AFFILIATES
Xxxxxxx X. Xxxxx
Xxxxx X. Xxxxx
Xxxxxxx X. Xxxxx 2009 Revocable Trust
Xxxxx X. Xxxxx 2009 Revocable Trust
Xxxxxxx X. Xxxxx 2011 Grantor Retained Annuity Trust #1C
Xxxxx X. Xxxxx 2011 Grantor Retained Annuity Trust #1C
Xxxxxxx X. Xxxxx 2009 Family Trusts
Xxxxxxx X. Xxxxx 2010 Grandchildren Trusts
Xxxx Xxxxx 1989 Trust
Xxxx Xxxxx 1989 Trust
Xxxxx Family Foundation
Xxxxx Children’s Foundation
Xxxxx X. Xxxxx
Xxxxx X. Xxxxx
Xxxxxxx X. Xxxxx 2009 Revocable Trust
Xxxxx X. Xxxxx 2009 Revocable Trust
Xxxxxxx X. Xxxxx 2011 Grantor Retained Annuity Trust #1C
Xxxxx X. Xxxxx 2011 Grantor Retained Annuity Trust #1C
Xxxxxxx X. Xxxxx 2009 Family Trusts
Xxxxxxx X. Xxxxx 2010 Grandchildren Trusts
Xxxx Xxxxx 1989 Trust
Xxxx Xxxxx 1989 Trust
Xxxxx Family Foundation
Xxxxx Children’s Foundation
Xxxxx X. Xxxxx
A-1
Annex B
Definitions
“Acceptable Marital Trust” means a marital trust the income of which is for the
benefit of any spouse of any descendant of Xxxxx and the principal of which (including all shares
of Class B Common Stock held by such trust) is for the sole benefit of any descendant of Xxxxx.
“Cablevision” means Cablevision Systems Corporation, a Delaware corporation.
“Cablevision Class A Common Stock” has the meaning ascribed thereto in the Recitals.
“Cablevision Class B Common Stock” has the meaning ascribed thereto in the Recitals.
“Class A Common Stock” has the meaning ascribed thereto in the Recitals.
“Class B Common Stock” has the meaning ascribed thereto in the Recitals.
“Collateral Stock” means shares of Class B Common Stock that are the subject of a bona
fide pledge or similar perfected security interest.
“Commission” has the meaning ascribed thereto in Section 1(a) hereof.
“Common Equity Securities” means shares of any class of common stock, or any
securities convertible into or exchangeable or exercisable for shares of any class of common stock
of the Company.
“Company” has the meaning ascribed thereto in the Recitals.
“Creditor” means any financial institution approved by the Company, such approval not
to be unreasonably withheld.
“Designated Registration” shall have the meaning ascribed thereto in Section 6 hereof.
“Distribution” has the meaning ascribed thereto in the Recitals.
“Xxxxx” means Xxxxxxx X. Xxxxx; such term does not include Xx. Xxxxx’x legal
representatives or his estate.
“Xxxxx Children Trusts Registration Rights Agreement” means the Registration Rights
Agreement, dated as of the date hereof, between the Company and
B-1
the Xxxxxxx X. Xxxxx Children Trusts, as the same may be amended, modified or amended and
restated from time to time.
“Xxxxx Family Affiliates” has the meaning ascribed thereto in the Preamble hereof.
“Xxxxx Family Holders” means the Xxxxx Family Affiliates and any other Xxxxx Family
Member who or that is a transferee of shares of Class B Common Stock from a Xxxxx Family Affiliate
or other Xxxxx Family Member.
“Xxxxx Family Member” means Xxxxx, his spouse, any person related to Xxxxx by reason
of being his ancestor or descendent (natural or adopted), any Acceptable Marital Trust, any entity
(whether a corporation, partnership, limited liability company, trust or other entity of any kind)
all of the equity or beneficial interests in which are owned or held by any of the foregoing
persons, or any person (whether or not such person is one of the foregoing persons) who is a
trustee for, or is acting on behalf of, any of such foregoing persons.
“Xxxxx Family Parties” means all Xxxxx Family Holders and any Qualifying Creditor.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Inspectors” has the meaning ascribed thereto in Section 5(g) hereof.
“Losses” has the meaning ascribed thereto in Section 7(a) hereof.
“Market Price” has the meaning ascribed thereto in Section 1(d) hereof.
“Materiality Notice” has the meaning ascribed thereto in Section 1(c) hereof.
“Other Holders” has the meaning ascribed thereto in Section 2 hereof.
“Public Offering” has the meaning ascribed thereto in the Recitals.
“Qualifying Creditor” means a Creditor who has, at the written request of a Xxxxx
Family Holder, signed an instrument in form reasonably acceptable to the Company agreeing to be
bound by the provisions of this Agreement. Any affiliate of a Qualifying Creditor who owns
Collateral Stock shall be deemed to be the same person as the Qualifying Creditor for purposes of
Section 1.
“Records” has the meaning ascribed thereto in Section 5(g) hereof.
“Registered Class A” has the meaning ascribed thereto in Section 5(b).
B-2
“Registration Expenses” has the meaning ascribed thereto in Section 6 hereof.
“Rule 144 Threshold” means the product of (a) the maximum number of shares of
Class A Common Stock of the Company that could be sold under Rule 144(e)(1) under the Securities
Act (or any successor rule or regulation) and (b) the applicable Market Price provided for
in this Agreement.
“Securities Act” means the Securities Act of 1933, as amended.
“Shares” means (i) shares of Class A Common Stock and Class B Common Stock
acquired by any Xxxxx Family Holder in the Distribution, (ii) any shares of Class A Common
Stock or Class B Common Stock acquired by any Xxxxx Family Holder as a result of any stock split,
stock dividend or other recapitalization with respect to any shares of Class A Common Stock and
Class B Common Stock acquired by any Xxxxx Family Holder in the Distribution or acquired as
provided in this clause (ii) and (iii) shares of Class A Common Stock acquired upon
conversion of Class B Common Stock acquired in the Distribution or acquired as provided in clause
(ii).
“Suspension of Effectiveness” has the meaning ascribed thereto in Section 2(c) hereof.
“Suspension of Filing” has the meaning ascribed thereto in Section 1(c) hereof.
“Suspension of Offering” has the meaning ascribed thereto in Section 1(c) hereof.
“Trading Day” has the meaning ascribed thereto in Section 1(d) hereof.
“Transfer” means a sale, transfer or other disposition.
B-3
Schedule 1
Notices
To the Company:
To the Xxxxx Family Affiliates:
c/o Xxxxx X. Xxxxxxx
Cablevision Systems Corporation
0000 Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Facsimile: (000) 000-0000
E-mail: xxxxxxxxx@xxxxxxxxxxx.xxx
Cablevision Systems Corporation
0000 Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Facsimile: (000) 000-0000
E-mail: xxxxxxxxx@xxxxxxxxxxx.xxx
With copies to (which shall not constitute notice):
Xxxxx Family Office LLC
000 Xxxxxxxxx Xxxx Xxxxx
Xxxxxxxx, Xxx Xxxx 00000
Attn: Xxxxxxx X. Xxxxxx, Xx.
Facsimile: (000) 000-0000
E-mail: xxxxxxx@xxxxxxxxxxx.xxx
000 Xxxxxxxxx Xxxx Xxxxx
Xxxxxxxx, Xxx Xxxx 00000
Attn: Xxxxxxx X. Xxxxxx, Xx.
Facsimile: (000) 000-0000
E-mail: xxxxxxx@xxxxxxxxxxx.xxx
and
Debevoise & Xxxxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxx X. Xxxx
Facsimile: (000) 000-0000
E-mail: xxxxxx@xxxxxxxxx.xxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxx X. Xxxx
Facsimile: (000) 000-0000
E-mail: xxxxxx@xxxxxxxxx.xxx
S-1
