CONFORMED COPY
STOCKHOLDERS AGREEMENT
STOCKHOLDERS AGREEMENT (this "Agreement") is entered into as of
August 12, 1998, between the undersigned stockholders (the "Stockholders") of
Clearview Cinema Group, Inc., a Delaware corporation (the "Company"), and
Cablevision Systems Corporation, a Delaware corporation ("Parent"). Capitalized
terms used but not defined herein shall have the meanings set forth in the
Merger Agreement (as defined below).
WHEREAS, concurrently with the execution and delivery of this
Agreement Parent, CCG Holdings Inc., a Delaware corporation and a wholly owned
subsidiary of Parent ("Newco"), and the Company have entered into an Agreement
and Plan of Merger dated as of August 12, 1998 (as in effect on the date hereof,
the "Merger Agreement"), providing for the merger of the Company with Newco (the
"Merger") upon the terms and subject to conditions of the Merger Agreement, and
setting forth certain representations, warranties, covenants and agreements of
the parties thereto in connection with the Merger; and
WHEREAS, as an inducement and a condition to Parent and Newco
entering into the Merger Agreement, pursuant to which each Stockholder will
receive the applicable Merger Consideration (as defined in the Merger Agreement)
in exchange for each outstanding Company Security owned by such Stockholder
immediately prior to the Effective Time, the Stockholders each have agreed to
enter into this Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt,
sufficiency and adequacy of which is hereby acknowledged, the parties hereto
agree as follows:
1. REPRESENTATIONS OF STOCKHOLDERS. Each of the Stockholders
severally represents as to himself, herself or itself that, except as set forth
on Exhibit A hereto:
(a) such Stockholder is the beneficial owner with the sole power to
vote and the sole power to dispose of and, if applicable, the sole power
to exercise the right to acquire Shares upon conversion of Convertible
Preferred Securities or warrants to purchase Shares ("Warrants"), that
number of Company Securities or Warrants set forth opposite such
Stockholder's name on Exhibit A hereto (in each case, such "Stockholder's
Securities" and collectively, the "Securities");
(b) such Stockholder does not beneficially own (as such term is
defined in the Securities Exchange Act of 1934, as amended (the "1934
Act")) any Company Securities or Warrants other than such Stockholder's
Securities, and any Shares which such Stockholder has the right to obtain
upon the exercise of employee stock options outstanding on the date
hereof;
(c) such Stockholder has good and valid title to such Stockholder's
Securities free and clear of all pledges, liens, proxies, claims, charges,
security interests, preemptive rights and any other encumbrances
whatsoever with respect
to the ownership, transfer or voting of such Securities (other than
restrictions on transfer under applicable Federal and state securities
laws, and other than pursuant to the agreements listed on Exhibit C);
(d) if such Stockholder is a corporation, partnership or other
similar business entity, such Stockholder is a duly organized and validly
existing corporation, partnership or other similar business entity, as the
case may be, in good standing under the laws of its jurisdiction of
organization;
(e) such Stockholder has all requisite power and authority and has
taken all action necessary in order to execute, deliver and perform its
obligations under this Agreement and to take all actions required and to
consummate all of the transactions contemplated by, this Agreement. This
Agreement is a valid and binding agreement of such Stockholder,
enforceable against such Stockholder in accordance with its terms, subject
to the Bankruptcy and Equity Exception;
(f) other than the filings required pursuant to the HSR Act, no
notices, reports or other filings are required to be made by such
Stockholder with, nor are any consents, registrations, approvals, permits
or authorizations required to be obtained by such Stockholder from, any
Governmental Entity, in connection with the execution and delivery of this
Agreement by such Stockholder, the performance of its obligations
hereunder or the consummation by such Stockholder of the transactions
contemplated hereby;
(g) the execution and delivery of this Agreement by such Stockholder
do not, and the performance of such Stockholder's obligations hereunder
and the consummation by such Stockholder of the transactions contemplated
hereby will not, constitute or result in (A) if the Stockholder is a
corporation, partnership or other similar business entity, a breach or
violation of, or a default under, the certificate or by-laws or the
comparable governing instruments of such Stockholder or (B) a breach or
violation of, or a default under, the acceleration of any obligations or
the creation of a lien, pledge, security interest or other encumbrance on
the assets (including the Securities, New Securities (as defined in
Section 7) or any Company Securities issuable upon exercise, conversion or
exchange such Securities or New Securities) of such Stockholder (with or
without notice, lapse of time or both) pursuant to, any Contract binding
upon such Stockholder or any Law or governmental or non-governmental
permit or license to which such Stockholder is subject or by which such
Stockholder or its assets are bound. Exhibit C hereto sets forth a correct
and complete list of Contracts of such Stockholder pursuant to which
consents or waivers ("CONSENTS") are or may be required in order for such
Stockholder to perform its obligations hereunder. Pursuant to Section 2(d)
of this Agreement, such Stockholder has obtained all
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Consents that are or may be required under such Contracts;
(h) such Stockholder will take all necessary action to ensure that
such Stockholder's Securities or New Securities will, except as set forth
in Section 1(c) or on Exhibit A (none of which shall prevent such
Stockholder from performing its obligations pursuant to Sections 2(a)
hereof), at all times during the term of this Agreement be held by such
Stockholder, or by a nominee or custodian for the account of such
Stockholder, free and clear of all pledges, liens, proxies, claims,
charges, security interests, preemptive rights and any other encumbrances
whatsoever with respect to the ownership, transfer or voting of such
Stockholder's Securities, New Securities or any Company Securities
issuable upon exercise, conversion or exchange of such Securities or New
Securities; and there are no (and with respect to New Securities, there
will be no) outstanding options, warrants or rights to purchase or
acquire, or other agreements relating to, such Securities or New
Securities, as the case may be, other than this Agreement;
(i) no agent, broker, person or firm acting on behalf of such
Stockholder or any of its Affiliates (other than the Company with respect
to which such Stockholder makes no representation) is, or will be,
entitled to any commission or broker's or finder's fees from Parent or any
of its Affiliates in connection with any of the sale, exchange, transfer
or other disposition of such Stockholder's Securities or New Securities as
contemplated by this Agreement or the Merger Agreement;
(j) none of the information supplied by such Stockholder for
inclusion or incorporation by reference in the Registration Statement,
including the Proxy Statement included therein, or any document
incorporated by reference thereby, as of the time the Registration
Statement becomes effective, the date of the Proxy Statement and the date
of the Stockholders Meeting, will contain any untrue statement of a
material fact or omit to state any material fact necessary in order to
make the statements made therein, in light of the circumstances under
which they are made, not misleading. Such Stockholder agrees promptly to
correct any information provided by it for use in the Registration
Statement and the Proxy Statement that shall be, or shall become, false or
misleading in any material respect;
(k) such Stockholder understands and acknowledges that Parent and
Newco are each entering into the Merger Agreement in reliance upon such
Stockholder's execution and delivery of this Agreement; and
The representations and warranties of each Stockholder contained herein are for
the benefit of Parent and its permitted assigns and shall be deemed made as of
the date hereof and as of each date from the date hereof through and including
the earlier of the date that
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the Merger is consummated or this Agreement is terminated in accordance with its
terms.
2. AGREEMENT TO VOTE SECURITIES; DISCLOSURE; WAIVERS.
(a) Each of the Stockholders severally agrees to vote such
Stockholder's Securities and any New Securities, and shall cause any
holder of record of such Stockholder's Securities or New Securities to
vote, (i) in favor of adoption of the Merger Agreement (and each other
action and transaction contemplated by the Merger Agreement and this
Agreement) at every meeting of the stockholders of the Company at which
such matters are considered and at every adjournment thereof and (ii)
against any action or proposal that would compete with or could serve to
materially compete or interfere with, delay, discourage, adversely affect
or inhibit the timely consummation of the Merger. Any vote shall be cast
or consent shall be given in accordance with procedures relating thereto
as shall ensure that it is duly counted for purposes of determining that a
quorum is present and for purposes of recording the results of such vote
or consent. Each Stockholder severally agrees to deliver to Parent upon
request a proxy substantially in the form attached hereto as Exhibit B,
which proxy shall be coupled with an interest and irrevocable to the
extent permitted under Delaware law, with the total number of such
Stockholder's Securities and any New Securities correctly indicated
thereon. Each Stockholder also agrees to use all reasonable efforts to
take, or cause to be taken, all action, and do, or cause to be done, all
things necessary or advisable in order to consummate and make effective
the transactions contemplated by this Agreement.
(b) Each Stockholder hereby agrees to permit Parent and Newco to
publish and disclose in the Registration Statement and the Proxy Statement
its identity and ownership of Company Securities and the nature of its
commitments, arrangements and understandings under this Agreement.
(c) To the extent such rights arise as a result of the Merger, the
execution of this Agreement or the Merger Agreement or the other
transactions contemplated herby or by the Merger Agreement under
applicable law or the certificates of designation relating to Preferred
Shares (each, a "Certificate of Designation"), each Stockholder
irrevocably waives (i) any rights of appraisal or rights to dissent from
the Merger, (ii) other than pursuant to Article IV of the Merger
Agreement, this Agreement or with the prior written consent of Parent, any
rights to require or otherwise cause the Company or Parent to exercise,
convert or exchange any of such Stockholder's Securities for shares of
capital stock or other securities or property or assets of Parent or the
Company, (iii) any rights to require or otherwise cause the Company or
Parent to redeem any of such Stockholder's Preferred Shares, (iv) any
rights to receive preferential payments or
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other distributions upon a Liquidation Event, Mandatory Redemption Event
(each as defined in the applicable Certificate of Designation) or other
similar events or (v) any rights to vote separately as a class of Peferred
Shares upon adoption of the Merger Agreement at a meeting of stockholders
of the Company. In addition, each of such Stockholders agrees that
pursuant to the Merger, at the Effective Time, all of such Stockholder's
Securities shall no longer be outstanding, shall be cancelled and retired
and shall cease to exist, and each Certificate representing any such
Stockholder's Securities shall, subject to the terms and upon the
conditions of the Merger Agreement, thereafter represent only the right to
receive the applicable Merger Consideration and the right, if any, to
receive pursuant to Section 4.2(e) of the Merger Agreement, cash in lieu
of any fractional shares of Parent Common Stock into which such
Stockholder's Securities otherwise would have been converted pursuant to
section 4.1(a) of the Merger Agreement and any distribution or dividend
pursuant to Section 4.2(c) of the Merger Agreement.
(d) To the extent such rights, privileges or obligations arise under
any voting trust, lockup, registration rights or other similar agreements
(including, without limitation, the agreements listed on Exhibit C hereto)
to which such Stockholder is a party, each such Stockholder irrevocably
(i) waives any obligations or restrictions or other limitations on the
rights of all other Stockholders party hereto, to the extent necessary for
such other Stockholders to fulfill their obligations pursuant to this
Agreement (it being acknowledged and agreed that this Agreement shall
constitute any consent, approval or waiver required for such purpose) and
(ii) other than as specifically contemplated by the Merger Agreement,
waives any rights to require the Company or Parent to file a registration
statement under the Securities Act of 1933 for the public offering of such
Stockholders Securities or otherwise require the Company or Parent to
cause any such registration statement to cover the public offering of any
of such Stockholder's Securities.
3. NO VOTING TRUSTS. After the date hereof, the Stockholders
severally agree that they will not, nor will they permit any entity under their
control to, deposit any of their Securities or New Securities in a voting trust
or subject any of their Securities or New Securities or Company Securities into
which they can be converted to any arrangement with respect to the voting of
such Securities or New Securities or Company Securities into which they can be
converted other than agreements entered into with Parent or Newco.
4. NO PROXY SOLICITATIONS. Each of the Stockholders severally agrees
that such Stockholder will not, nor will such Stockholder permit any entity
under their control to, (a) solicit proxies or become a "participant" in a
"solicitation" (as such terms are defined in Regulation 14A under the Exchange
Act) in opposition to or competition
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with the consummation of the Merger or otherwise encourage or assist any party
in taking or planning any action which would compete with or otherwise could
serve to materially interfere with, delay, discourage, adversely affect or
inhibit the timely consummation of the Merger in accordance with the terms of
the Merger Agreement, (b) directly or indirectly encourage, initiate or
cooperate in a stockholders' vote or action by consent of the Company's
stockholders in opposition to or in competition with the consummation of the
Merger, or (c) become a member of a "group" (as such term is used in Section
13(d) of the Exchange Act) with respect to any voting securities of the Company
for the purpose of opposing or competing with the consummation of the Merger;
PROVIDED, without limiting the provisions of Section 11(g), that the foregoing
shall not restrict any director of the Company from taking any action such
director believes in good faith, after consultation with outside counsel, is
necessary to satisfy such director's fiduciary duty to stockholders of the
Company.
5. TRANSFER AND ENCUMBRANCE. On or after the date hereof, each of
the Stockholders severally agrees not to voluntarily transfer, sell, offer,
pledge or otherwise dispose of or encumber ("Transfer") any of his or her
Securities or New Securities prior to the earlier of (a) the immediately
following adoption of the Merger Agreement by the Company Requisite Vote or (b)
the date this Agreement shall be terminated in accordance with its terms.
6. LEGEND. As soon as practicable after the execution of this
Agreement (but no later than the tenth business day thereafter), each
Stockholder shall surrender to the Company the certificates representing the
Securities (and, thereafter, shall surrender any New Securities within five
business days after acquiring beneficial ownership of such New Securities), and
shall cause the following legend to be placed on the certificates representing
such Securities and New Securities prior to their prompt return to the
Stockholder and shall request that such legend remain thereon until the earlier
of (i) expiration or termination of the Agreement or (ii) the consummation of
the Merger:
"The shares of capital stock represented by this certificate are
subject to a Selling Stockholders Agreement, dated as of August __,
1998, among the Stockholders named therein and [Parent], which,
among other things, restricts the sale or transfer and voting of
such shares of capital stock except in accordance therewith. Such
restrictions expire and terminate, whether or not this legend
remains on any certificate and without any notice, action or demand
of any person, on the date such Agreement terminates."
In the event that Parent requests that a proxy be executed and delivered by a
Stockholder to it pursuant to Section 2 hereof, such Stockholder shall promptly
surrender to the
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Company the certificates representing the Securities or New Securities covered
by such proxy prior to their prompt return to the Stockholder and cause the
foregoing legend to be revised to add to the end of such legend the following
words:
", and such shares are also subject to an irrevocable proxy, coupled
with an interest under the Delaware General Corporation Law."
Each Stockholder shall provide Parent with reasonably satisfactory evidence of
its compliance with this Section 6 on or prior to the date ten business days
after the execution hereof with respect to Securities (or within five business
days of the date of acquisition of beneficial ownership of any New Securities)
or of the request relating to Stockholder's proxy, as the case may be.
7. EXERCISE OF WARRANTS; ADDITIONAL PURCHASES. Each Stockholder that
beneficially owns any Warrants severally agrees that upon the written notice of
Parent delivered to such Stockholder at the address set forth below such
Stockholder's name on Exhibit A hereto, such Stockholder will, at the option and
direction of Parent set forth in such notice, complete and provide to the
Company the appropriate notice of exercise with respect such Stockholder's
Warrants and pay the applicable exercise price for such Warrants, it being
understood and agreed that such Stockholder shall only exercise such number of
Warrants as shall be required for such Stockholder to acquire the number of
Shares specified in Parent's notice. Such Stockholder shall cause such exercise
to become effective such that such Stockholder is the record holder of the
Shares issuable upon exercise of such Warrants prior to the record date for the
Stockholders Meeting. Each of the Stockholders severally agrees that in the
event (i) any stock dividend, stock split, recapitalization, reclassification,
combination or exchange of shares of capital stock of the Company on, of or
affecting the Securities of a Stockholder, (ii) such Stockholder purchases or
otherwise acquires beneficial ownership of any Company Securities after the
execution of this Agreement, (iii) such Stockholder voluntarily acquires the
right to vote or share in the voting of any Company Securities other than such
Stockholder's Securities, or (iv) such Stockholder converts any Convertible
Preferred Shares or exercises any Warrants beneficially owned by such
Stockholder into Shares, whether pursuant to this Section 7 or otherwise
(Company Securities beneficially acquired pursuant to (i), (ii), (iii) or (iv)
being collectively referred to as "New Securities"), such Stockholder agrees
that such New Securities shall be subject to the terms of this Agreement to the
same extent as if they constituted Securities. Without limiting the generality
of the foregoing, nothing herein shall require any Stockholder that owns
Convertible Preferred Shares to convert such Convertible Preferred Shares into
Shares.
8. SPECIFIC PERFORMANCE. Each party hereto severally acknowledges
that it will be impossible to measure in money the damage to the other party if
the party
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hereto fails to comply with any of the obligations imposed by this Agreement,
that every such obligation is material and that, in the event of any such
failure, the other party will not have an adequate remedy at law or damages.
Accordingly, each party hereto severally agrees that injunctive relief or other
equitable remedy, in addition to remedies at law or damages, is the appropriate
remedy for any such failure and will not oppose the granting of such relief on
the basis that the other party has an adequate remedy at law. Each party hereto
severally agrees that it will not seek, and agrees to waive any requirement for,
the securing or posting of a bond in connection with any other party's seeking
or obtaining such equitable relief.
9. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns and shall not be assignable without the written consent of all other
parties hereto; provided however, that Parent may assign all of its rights
pursuant to this Agreement to Newco or any other direct or indirect wholly owned
subsidiary of Parent.
10. ENTIRE AGREEMENT. This Agreement supersedes all prior
agreements, written or oral, among the parties hereto with respect to the
subject matter hereof and contains the entire agreement among the parties with
respect to the subject matter hereof. This Agreement may not be amended,
supplemented or modified, and no provisions hereof may be modified or waived,
except by an instrument in writing signed by Parent on the one hand and the
relevant Stockholder(s) whose rights and/or obligations are thereby amended,
supplement or modified on the other. No waiver of any provisions hereof by any
party shall be deemed a waiver of any other provisions hereof by any such party,
nor shall any such waiver be deemed a continuing waiver of any provision hereof
by such party.
11. MISCELLANEOUS.
(a) This Agreement shall be deemed a contract made under, and for
all purposes shall be construed in accordance with, the laws of the State
of Delaware.
(b) If any provision of this Agreement or the application of such
provision to any person or circumstances shall be held invalid by a court
of competent jurisdiction, the remainder of the provision held invalid and
the application of such provision to persons or circumstances, other than
the party as to which it is held invalid, shall not be affected.
(c) This Agreement may be executed in one or more counterparts, each
of which shall be deemed to be an original but all of which together shall
constitute one and the same instrument.
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(d) This Agreement shall terminate upon the earliest to occur of (i)
the Effective Time or (ii) termination of the Merger Agreement in
accordance with its terms.
(e) All Section headings herein are for convenience of reference
only and are not part of this Agreement, and no construction or reference
shall be derived therefrom.
(f) The parties agree that there is not and has not been any other
agreement, arrangement or understanding between the parties hereto with
respect to the matters set forth herein.
(g) Each of the Stockholders are acting hereunder in their
capacities as holders of Securities only, and make no agreement or
understanding herein in any capacities as directors or officers of the
Company. Nothing herein shall limit or affect any actions which the
Stockholders and/or their Affiliates may take in their capacities as
officers and/or directors of the Company.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement as of the date first written above.
CABLEVISION SYSTEMS CORPORATION
By: /s/ ANDREW B. ROSENGARD
--------------------------------------
Name: Andrew B. Rosengard
Title: Executive Vice President
THE STOCKHOLDERS:
/s/ ROBERT G. DAVIDOFF
------------------------------------------
Name: CMNY Capital II, L.P. by
Robert G. Davidoff
/s/ ROBERT G. DAVIDOFF
------------------------------------------
Name: CMCO, Inc. by Robert G. Davidoff,
President and Robert C. Davidoff,
individually
/s/ DENIS NEWMAN
------------------------------------------
Name: MidMark Capital, L.P. by
MidMark Associates, Inc.,
General Partner by
Denis Newman, Managing Director
/s/ PHILIP M. GETTER
------------------------------------------
Name: Prime Charter Ltd. by
Philip M. Getter, Managing Director
/s/ A. DALE MAYO
------------------------------------------
Name: A. Dale Mayo
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/s/ BRETT E. MARKS
------------------------------------------
Name: Brett E. Marks
/s/ JOHN NELSON
------------------------------------------
Name: John Nelson individually and
as President of F&N Cinema,
Inc., Roxbury Cinemas, Inc.
and Olde EC, Inc. f/k/a
Emerson Cinemas, Inc.
/s/ MICHAEL C. RUSH
------------------------------------------
Name: Michael C. Rush
/s/ PAMELA FERMAN
------------------------------------------
Name: Pamela Ferman
/s/ SETH FERMAN
------------------------------------------
Name: Seth Ferman
/s/ CRAIG ZELTNER
------------------------------------------
Name: Craig Zeltner
/s/ CLAIRIDGE CIENMA, INC.
------------------------------------------
Name: Clairidge Cienma, Inc. by
Craig Zeltner, President
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/s/ PAUL KAY
------------------------------------------
Name: Paul Kay
/s/ CINDY KAY
------------------------------------------
Name: Cindy Kay
/s/ ALLAN WEINER
------------------------------------------
Name: Marshall Capital Management,
Inc. by Allan Weiner
/s/ A. DALE MAYO
------------------------------------------
Name: A. Dale Mayo, as Voting Trustee, under the
Voting Trust Agreement by and between John
Nelson and A. Dale Mayo as Voting Trustee,
dated September 1, 1997; the Voting Trust
Agreement by and between Seth Ferman and A.
Dale Mayo as Voting Trustee, dated September
1, 1997; the Voting Trust Agreement by and
between Pamela Ferman and A. Dale Mayo as
Voting Trustee, dated September 1, 1997; and
the Voting Trust Agreement by and between
Craig Zeltner and A. Dale Mayo as Voting
Trustee, dated September 2, 1997.
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/s/ A. DALE MAYO
------------------------------------------
Name: A. Dale Mayo, as Voting Trustee, under the
Voting Trust Agreement by and between Brett
E. Marks and A. Dale Mayo as Voting Trustee,
dated December 21, 1994; the Voting Trust
Agreement by and between Michael C. Rush and
A. Dale Mayo as Voting Trustee, dated June
20, 1995; the Voting Trust Agreement by and
between Emerson Cinema, Inc. and A. Dale
Mayo as Voting Trustee, dated May 29, 1996;
the Voting Trust Agreement by and among Paul
Kay, Cindy Kay and A. Dale Mayo as Voting
Trustee, dated July 31, 1996; the Voting
Trust Agreement dated as of November 21,
1997 by and among F&N Cinema, Inc., Roxbury
Cinema, Inc. and A. Dale Mayo, as Trustee;
the Voting Trust Agreement dated as of
February 13, 1998 by and between Clairidge
Cinemas, Inc. and A. Dale Mayo, as Trustee;
and the Voting Trust Agreement dated as of
April 30, 1998 by and among John Nelson,
Seth Ferman, Pamela Ferman, Martin Drescher
and A. Dale Mayo, as Trustee, with respect
to only those Shares that are subject to
such agreements the other beneficial owners
of which have also executed this Agreement.
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(Exhibit A)
1. As to A. Dale Mayo: Record and beneficial ownership of 316,000 common
shares; voting power over an additional 560,802 shares pursuant to various
voting trust agreements pursuant to which he serves as Trustee; as to which he
is executing this Agreement with respect to 773,582 shares:
(a) All shares owned of record and beneficially are subject to
restrictions on transfer imposed by a Lock-Up Agreement dated July
21, 1997 with Prime Charter, Ltd. (the "Prime Charter Agreement"),
and a Lock-Up Agreement dated April 23, 1998 with Proprietary
Convertible Investments Group, Inc. n/k/a Marshall Capital
Management, Inc. (the "Marshall Agreement");
(b) 100,000 shares are subject to Pledge Agreement with Prime Charter,
Ltd.; and
(c) As to 560,802 shares for which Mr. Mayo has voting power, but does
not hold beneficial ownership, pursuant to various voting trust
agreements pursuant to which he serves as Trustee, Mr. Mayo enters
into this Agreement with respect to only 457,582 of such shares,
which are owned beneficially by other stockholders who are entering
into this Agreement.
2. As to Midmark Capital, L.P.:
- Record and beneficial ownership of (i) 779 shares of Class A Preferred
Stock, convertible into 467,400 shares of common stock, and (ii) 60,000
shares of common stock. 286,600 Class A Warrants exercisable for 0 shares
of common stock.
(a) All Shares are subject to restrictions on transfer imposed by
the Prime Charter Agreement.
3. As to Brett E. Marks:
- Beneficial ownership of 117,600 shares of common stock subject to
a voting trust agreement dated December 21, 1994 pursuant to which A. Dale
Mayo serves as Trustee.
- Brett E. Marks hereby consents to the entering into of this
Agreement by A. Dale Mayo in his capacity as voting trustee with
respect to such shares.
(a) All shares are subject to restrictions on transfer imposed by
the Prime Charter Agreement.
4. As to CMNY Capital II, L.P., CMCO, Inc. and Robert G. Davidoff:
- 184,080 shares of common stock are owned of record and
beneficially by CMNY Capital II, L.P.;
- 15,960 shares of common stock are owned of record and
beneficially by CMCO, Inc.; and
- 15,960 shares are owned of record and beneficially by
Robert G. Davidoff.
(a) All shares are subject to restrictions on transfer imposed by
the Prime Charter Agreement.
5. As to Prime Charter Ltd. - warrants to purchase 100,000 shares of
common stock.
6. As to Paul and Cindy Kay:
- beneficial ownership of 9,600 of common stock subject to a voting
trust agreement dated July 31, 1996, pursuant to which A. Dale Mayo serves
as trustee. Paul and Cindy Kay hereby consent to the entering into of this
Agreement by A. Dale Mayo in his capacity as voting trustee with respect
to such shares. All such shares are subject to restriction on transfer
pursuant to the Marshall Agreement and the Prime Charter Agreement.
7. As to Craig Zeltner and Claridge Cinema, Inc.:
- 7,500 shares of common stock are owned beneficially by Craig
Zeltner, subject to a voting trust agreement dated September 2, 1997,
pursuant to which A. Dale Mayo serves as Trustee. Craig Zeltner hereby
consents to the entering into of this Agreement by A. Dale Mayo in his
capacity as voting trustee with respect to these shares.
- 14, 782 shares of common stock are owned beneficially by
"Clairidge Cinema, Inc. and Craig Zeltner" subject to a voting
trust agreement dated February 13, 1998, pursuant to which A.
Dale Mayo serves as Trustee. Craig Zeltner and Clairidge Cinema,
Inc. hereby consent to the entering into of this Agreement by A.
Dale Mayo in his capacity as voting trustee with respect to such
shares.
8. As to Michael C. Rush:
- 27,000 shares of common stock are owned beneficially by Michael C.
Rush subject to a voting trust agreement dated June 20, 1995, pursuant to
which A. Dale Mayo serves as Trustee. Michael C. Rush hereby consents to
the entering into of this Agreement by A. Dale Mayo in his capacity as
voting trustee with
respect to such shares. All such shares are subject to restrictions on
transfer imposed by the Prime Charter Agreements.
9. As to John Nelson, F&N Cinema, Inc. and Roxbury Cinema, Inc.:
- At least 78,900 shares of common stock are owned beneficially by
John Nelson, subject to voting trust agreement dated September 1, 1998
pursuant to which A. Dale Mayo serves as Trustee. These shares are
currently recorded by the transfer agent as being subject to a voting
trust agreement dated May 29, 1996 between Emerson Cinemas, Inc. (now
known as Olde EC, Inc.) ("Olde EC") and A. Dale Mayo as Trustee. John
Nelson is the president of Olde EC. Olde EC and John Nelson hereby consent
to the entering into this Agreement by A. Dale Mayo in his capacity as
voting trustee with respect to such shares.
- A further 32,051 shares of common stock have been issued and are
beneficially owned by John Nelson, subject to a voting trust agreement
dated April 30, 1998 pursuant to which A. Dale Mayo serves as Trustee.
John Nelson hereby consents to the entering into this Agreement by A. Dale
Mayo in his capacity as voting trustee with respect to such shares.
- 41,797 shares of common stock are owned beneficially by
"F&N Cinema, Inc. and Roxbury Cinema, Inc." pursuant to a voting
trust agreement dated November 21, 1997, pursuant to which A.
Dale Mayo serves as Trustee. John Nelson, F&N Cinema, Inc. and
Roxbury Cinema, Inc. hereby consent to the entering into of this
Agreement by A. Dale Mayo in his capacity as voting trustee with
respect to such shares.
10. As to Seth Ferman:
- beneficial ownership of at least 48,300 shares of common stock,
subject to a voting trust agreement dated September 1, 1997, pursuant to
which A. Dale Mayo serves as Trustee. These shares are currently recorded
by the transfer agent as being subject to a voting trust agreement dated
May 29, 1996 between Olde EC, and A. Dale Mayo as Trustee. Olde EC and
Seth Ferman hereby consent to the entering into this Agreement by A. Dale
Mayo in his capacity as voting trustee with respect to such shares.
- A further 16,026 shares of common stock have been issued and
beneficially owned by Seth Ferman, subject to a voting trust agreement
dated April 30, 1998, pursuant to which A. Dale Mayo serves as Trustee.
Seth Ferman hereby consents to the entering into of this Agreement by A.
Dale Mayo in his capacity as voting trustee with respect to such shares.
11. As to Pamela Ferman:
- beneficial ownership of at least 48,300 shares of common stock,
subject to a voting trust agreement dated September 1, 1997 pursuant to
which A. Dale Mayo serves as Trustee. These shares are currently recorded
by the transfer agent as being subject to a voting trust agreement dated
May 29, 1996 between Olde EC, and A. Dale Mayo as Trustee. Olde EC and
Pamela Ferman hereby consent to the entering into this Agreement by A.
Dale Mayo in his capacity as voting trustee with respect to such shares.
- A further 16,026 shares of common stock have been issued and
beneficially owned by Pamela Ferman, subject to a voting trust agreement
dated April 30, 1998, pursuant to which A. Dale Mayo serves as Trustee.
Pamela Ferman hereby consents to the entering into of this Agreement by A.
Dale Mayo in his capacity as voting trustee with respect to such shares.
(Exhibit B)
FORM OF PROXY
The undersigned, for consideration received, hereby appoints Robert
S. Lemle, Andrew B. Rosengard and William J. Bell, and each of them my proxies,
with power of substitution, to vote all shares of [title of security], par value
$__ per share, of Clearview Cinema Group, Inc., a Delaware corporation (the
"Company"), owned by the undersigned at the Special Meeting of Stockholders of
the Company to be held [insert date, time and place] and at any adjournment
thereof FOR approval and adoption of the Agreement and Plan of Merger, dated as
of August 12, 1998, by and among Cablevision Systems Corporation, a Delaware
corporation ("Parent"), CCG Holdings Inc., a Delaware corporation and a wholly
owned subsidiary of Parent ("Newco"), and the Company providing for the merger
(the "Merger") of the Company with Newco, and the Merger, and AGAINST any action
or proposal that would compete with or could serve to materially interfere with,
delay, discourage, adversely affect or inhibit the timely consummation of the
Merger. THIS PROXY IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE UNTIL SUCH
TIME AS THE STOCKHOLDERS AGREEMENT, DATED AS OF AUGUST 12, 1998, AMONG CERTAIN
STOCKHOLDERS OF THE COMPANY, INCLUDING THE UNDERSIGNED, AND PARENT TERMINATES IN
ACCORDANCE WITH ITS TERMS.
Dated ___________________, 1998
-------------------------------
(Signature of Stockholder)
-------------------------------
(Signature of Stockholder)
(Exhibit C)
Voting Trust Agreement by and between Brett E. Marks and A. Dale Mayo as Voting
Trustee, dated December 21, 1994.
Voting Trust Agreement by and between Michael C. Rush and A. Dale Mayo as Voting
Trustee, dated June 20, 1995.
Voting Trust Agreement by and between Emerson Cinema, Inc. and A. Dale Mayo as
Voting Trustee, dated May 29, 1996.
Voting Trust Agreement by and among Paul Kay, Cindy Kay and A. Dale Mayo as
Voting Trustee, dated July 31, 1996.
Voting Trust Agreement dated as of November 21, 1997 by and among F&N Cinema,
Inc., Roxbury Cinema, Inc. and A. Dale Mayo, as Trustee.
Voting Trust Agreement dated as of February 13, 1998 by and between Clairidge
Cinemas, Inc., Craig Zeltner and A. Dale Mayo, as Trustee.
Voting Trust Agreement dated as of April 30, 1998 by and among John Nelson, Seth
Ferman, Pamela Ferman, Martin Drescher and A. Dale Mayo, as Trustee.
Voting Trust Agreement dated as of September 1, 1997 by and among John Nelson
and A. Dale Mayo, as Trustee.
Voting Trust Agreement dated as of September 1, 1997 by and among Seth Ferman
and A. Dale Mayo, as Trustee.
Voting Trust Agreement dated as of September 1, 1997 by and among Pamela Ferman
and A. Dale Mayo, as Trustee.
Voting Trust Agreement dated as of September 2, 1997 by and among Craig Zeltner
and A. Dale Mayo, as Trustee.
Separate Lock-Up Agreements dated July 21, 1997 in favor of Prime Charter Ltd by
CMNY Capital II, L.P., CMCO, Inc., Robert G. Davidoff, Olde EC, Inc. (f/k/a
Emerson Cinema, Inc., Paul Kay and Cindy Kay, Brett E. Marks, A. Dale Mayo, Sue
Mayo, MidMark Capital L.P., and Michael C. Rush.
Separate Lock-Up Agreements dated April 23, 1998 in favor of Proprietary
Convertible Investment Group, Inc. (now known as Marshall Capital Management,
Inc.) by A. Dale Mayo and Paul Kay.
Registration Rights Agreement dated May 23, 1997 by and among the Company, CMNY
Capital II, L.P., MidMark Capital, L.P., Emerson Cinema, Inc., A. Dale Mayo,
Brett E. Marks, Michael C. Rush, Paul and Cindy Kay and Louis G. Novick.