REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of April 23, 1998, by and between Clearview Cinema Group, Inc., a Delaware corporation (the "COMPANY"), and Proprietary Convertible Investment Group, Inc. (the...Registration Rights Agreement • May 8th, 1998 • Clearview Cinema Group Inc • Services-motion picture theaters • New York
ASSIGNMENT, ASSUMPTION AND CONSENT TO ASSIGNMENT OF LEASELease Agreement • December 23rd, 1997 • Clearview Cinema Group Inc • Services-motion picture theaters
CONSULTING AGREEMENT THIS AGREEMENT is made as of May 23, 1997, between Clearview Cinema Group, Inc., a Delaware corporation (the "Company"), and MidMark Associates, Inc., a New Jersey corporation ("MidMark"). WHEREAS, the Company is engaged in the...Consulting Agreement • August 4th, 1997 • Clearview Cinema Group Inc • Services-motion picture theaters • New Jersey
ANDAgreement • February 2nd, 1998 • Clearview Cinema Group Inc • Services-motion picture theaters
Exhibit 10.15 AMENDMENT NO. 1. TO PLEDGE AGREEMENT THIS AMENDMENT NO. 1 TO PLEDGE AGREEMENT ("Amendment") dated as of December 13, 1996 between CLEARVIEW CINEMA GROUP, INC., a Delaware corporation, ("Pledgor") and THE PROVIDENT BANK, Agent ("Secured...Pledge Agreement • May 27th, 1997 • Clearview Cinema Group Inc • Ohio
EXHIBIT 99.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 21st, 1998 • Clearview Cinema Group Inc • Services-motion picture theaters • Delaware
SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of April 23, 1998, by and between Clearview Cinema Group, Inc., a Delaware corporation (the "COMPANY"), and Proprietary Convertible Investment Group, Inc. (the...Securities Purchase Agreement • May 8th, 1998 • Clearview Cinema Group Inc • Services-motion picture theaters • New York
Agreement and Plan of Reorganization Dated as of November 14, 1997Agreement and Plan of Reorganization • December 23rd, 1997 • Clearview Cinema Group Inc • Services-motion picture theaters • New Jersey
LEASE DATED DECEMBER 1997 BETWEEN JESSE Y. SAYEGH, (LANDLORD) AND CCC BELLEVUE CINEMA CORP, (TENANT)Lease • December 23rd, 1997 • Clearview Cinema Group Inc • Services-motion picture theaters
Exhibit 10.21 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. IT MAY NOT BE SOLD, PLEDGED, ASSIGNED OR TRANSFERRED UNLESS REGISTERED THEREUNDER OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION...Clearview Cinema Group Inc • May 27th, 1997 • New York
Exhibit 10.47 Asset Purchase Agreement Dated as of December 13, 1996Asset Purchase Agreement • May 27th, 1997 • Clearview Cinema Group Inc • New Jersey
Among Jesse SayeghAsset Purchase Agreement • December 23rd, 1997 • Clearview Cinema Group Inc • Services-motion picture theaters • New Jersey
ESCROW AGREEMENTEscrow Agreement • May 27th, 1997 • Clearview Cinema Group Inc
WARRANTClearview Cinema Group Inc • August 4th, 1997 • Services-motion picture theaters • Delaware
Exhibit 10.14 AMENDED AND RESTATED PLEDGE AGREEMENT THIS AMENDED AND RESTATED PLEDGE AGREEMENT ("Pledge Agreement") dated as of July __, 1996 between CLEARVIEW CINEMA GROUP, INC., a Delaware corporation, ("Pledgor") and THE PROVIDENT BANK, Agent...Pledge Agreement • May 27th, 1997 • Clearview Cinema Group Inc • Ohio
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"),...Stockholders Agreement • August 27th, 1998 • Clearview Cinema Group Inc • Services-motion picture theaters • Delaware
MERGER AGREEMENT This Merger Agreement (this "AGREEMENT") is dated as of November 21, 1997, by and among Clearview Cinema Group, Inc., a Delaware Corporation ("CCG"); CCC Mansfield Cinema Corp., a Delaware corporation ("ACQUISITION"); Warren County...Merger Agreement • December 5th, 1997 • Clearview Cinema Group Inc • Services-motion picture theaters • Delaware
INDENTUREClearview Cinema Group Inc • July 2nd, 1998 • Services-motion picture theaters • New York
Emerson, NJ ASSIGNMENT OF REAL ESTATE LEASE In consideration of ten dollars and other good and valuable consideration, to it in hand paid, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, Emerson...Agreement • July 18th, 1997 • Clearview Cinema Group Inc • Services-motion picture theaters
ARTICLE 1 DEFINITIONSSubordination Agreement • July 18th, 1997 • Clearview Cinema Group Inc • Services-motion picture theaters
Exhibit 10.05 ASSIGNMENT, ASSUMPTION, CONSENT TO ASSIGNMENT AND AMENDMENT OF LEASE This Assignment, Assumption of Assignment and Consent to Assignment of Lease is made this 12th day of December, 1997 between JESSE SAYEGH, and individual residing at 25...Clearview Cinema Group Inc • December 23rd, 1997 • Services-motion picture theaters • New Jersey
CONFORMED COPY AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 27th, 1998 • Clearview Cinema Group Inc • Services-motion picture theaters • Delaware
BY AND AMONGCredit Agreement • July 2nd, 1998 • Clearview Cinema Group Inc • Services-motion picture theaters • Ohio
Exhibit 10.46 NON-COMPETITION AGREEMENT This AGREEMENT (this "Agreement") is dated as of May 29, 1996, by and among Clearview Cinema Group, Inc., a Delaware corporation ("CCG "); CCC Emerson Cinema Corp., a Delaware Corporation ("CCC Emerson " and...Non-Competition Agreement • May 27th, 1997 • Clearview Cinema Group Inc
Exhibit 2.01 AGREEMENT OF PURCHASE AND SALEAgreement of Purchase and Sale • August 4th, 1997 • Clearview Cinema Group Inc • Services-motion picture theaters
A/B Exchange Registration Rights AgreementRegistration Rights Agreement • July 2nd, 1998 • Clearview Cinema Group Inc • Services-motion picture theaters • New York
SEAL) A. Dale Mayo Trustee under Voting Trust Agreement, dated September __, 1997.Voting Trust Agreement • August 27th, 1998 • Clearview Cinema Group Inc • Services-motion picture theaters
BY AND AMONG CLEARVIEW CINEMA GROUP, INC., CCC MADISON TRIPLE CINEMA CORP. CCC CHESTER TWIN CINEMA CORPORATION CCC MANASQUAN CINEMA CORPORATION CLEARVIEW THEATRE GROUP, INC. CCC HERRICKS CINEMA CORP. CCC PORT WASHINGTON CINEMA CORP. CCC GRAND AVENUE...Credit Agreement • May 27th, 1997 • Clearview Cinema Group Inc • Ohio
ATTEST: NEW CITY CINEMAS, INC.Agreement • July 18th, 1997 • Clearview Cinema Group Inc • Services-motion picture theaters
ASSET PURCHASE AGREEMENT This Agreement (this "AGREEMENT") is dated as of November 21, 1997, by and among Clearview Cinema Group, Inc., a Delaware Corporation ("CCG"); CCC Succasunna Cinema Corp., a Delaware corporation ("SUCCASUNNA PURCHASER"); CCC...Asset Purchase Agreement • December 5th, 1997 • Clearview Cinema Group Inc • Services-motion picture theaters • New Jersey
JOINDER AGREEMENT AND FIRST AMENDMENT TO CREDIT AGREEMENT BY AND AMONGCredit Agreement • May 27th, 1997 • Clearview Cinema Group Inc • Ohio
Exhibit 10.24 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. IT MAY NOT BE SOLD, PLEDGED, ASSIGNED OR TRANSFERRED UNLESS REGISTERED THEREUNDER OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION...Clearview Cinema Group Inc • May 27th, 1997 • New Jersey
Common Stock (Par Value $.01 Per Share) UNDERWRITING AGREEMENT ________ , 1997Warrant Agreement • August 11th, 1997 • Clearview Cinema Group Inc • Services-motion picture theaters • New York
SECOND AMENDMENT TO CREDIT AGREEMENT BY AND AMONGCredit Agreement • May 27th, 1997 • Clearview Cinema Group Inc • Ohio
SUBORDINATED NOTEClearview Cinema Group Inc • December 5th, 1997 • Services-motion picture theaters
