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
INDENTUREIndenture • July 2nd, 1998 • Clearview Cinema Group Inc • Services-motion picture theaters • New York
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 MERGERMerger Agreement • 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
Exhibit 10.47 Asset Purchase Agreement Dated as of December 13, 1996Asset Purchase Agreement • May 27th, 1997 • Clearview Cinema Group Inc • New Jersey
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
Exhibit 10.54 TERMINATION AGREEMENT FOR STOCKHOLDERS AND REGISTRATION RIGHTS AGREEMENT Termination Agreement, dated as of May 23, 1997, by and among Clearview Cinema Group, Inc. (the "Company"), CMNY Capital II, L.P., MidMark Capital, L.P., A. Dale...Termination Agreement • August 4th, 1997 • Clearview Cinema Group Inc • Services-motion picture theaters • Delaware
ARTICLE 1Common Stock Purchase Warrant • July 18th, 1997 • Clearview Cinema Group Inc • Services-motion picture theaters • Delaware
WITNESSETH:Consulting Agreement • August 11th, 1997 • Clearview Cinema Group Inc • Services-motion picture theaters • New Jersey
Exhibit 2.01 AGREEMENT OF PURCHASE AND SALEPurchase and Sale Agreement • August 4th, 1997 • Clearview Cinema Group Inc • Services-motion picture theaters
Common Stock (Par Value $.01 Per Share) UNDERWRITING AGREEMENT ________ , 1997Underwriting Agreement • August 11th, 1997 • Clearview Cinema Group Inc • Services-motion picture theaters • New York
ESCROW AGREEMENTEscrow Agreement • May 27th, 1997 • Clearview Cinema Group Inc
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
Among Jesse SayeghAsset Purchase Agreement • December 23rd, 1997 • Clearview Cinema Group Inc • Services-motion picture theaters • New Jersey
July 21, 1997 PRIME CHARTER LTD. 810 Seventh Avenue New York, New York 10019 Ladies and Gentlemen: The undersigned has been advised that Prime Charter Ltd., as Representative of the several Underwriters, proposes to enter into an Underwriting...Lock-Up Agreement • August 11th, 1997 • Clearview Cinema Group Inc • Services-motion picture theaters
The undersigned has been advised that Prime Charter Ltd., as Representative of the several Underwriters, proposes to enter into an Underwriting Agreement with Clearview Cinema Group, Inc., a Delaware corporation (the "Company"), with respect to the initial public offering (the "Offering") of shares of the common stock, $.01 par value, of the Company (the "Common Stock"). In consideration of the Underwriters' agreement to purchase shares of the Common Stock and to participate in the Offering, and for other good and valuable consideration, the undersigned hereby irrevocably agrees that the undersigned will not, directly or indirectly, without the prior written consent of Prime Charter Ltd., for a period of one year after the date of the Prospectus relating to the Offering sell, offer to sell, solicit an offer to buy, contract to sell, pledge, grant any option for the sale of, or otherwise transfer or dispose of, or cause the transfer or disposition of, any shares of Common Stock or any s
I ARTICLE DEFINITIONS; CONSTRUCTIONAsset Purchase Agreement • May 27th, 1997 • Clearview Cinema Group Inc • New Jersey
ARTICLE 1 DEFINITIONSSubordination Agreement • July 18th, 1997 • Clearview Cinema Group Inc • Services-motion picture theaters
BY AND AMONGCredit Agreement • July 2nd, 1998 • Clearview Cinema Group Inc • Services-motion picture theaters • Ohio
No. W -1 Dated: May 29, 1996 Warrant to Purchase an aggregate of 228 Shares of Class A Convertible Preferred Stock and/or up to that number of Shares of Common Stock into which 228 Shares of Class A Convertible Preferred Stock may be converted.Warrant Agreement • May 27th, 1997 • Clearview Cinema Group Inc • 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
Exhibit 10.27 WARRANT AGREEMENT THIS WARRANT AGREEMENT ("Agreement") is made and entered into as of May 29, 1996, by and between CLEARVIEW CINEMA GROUP, INC., a Delaware corporation (the "Company"), and THE PROVIDENT BANK, an Ohio banking corporation...Warrant Agreement • May 27th, 1997 • Clearview Cinema Group Inc • Ohio
Exhibit 10.06 AGREEMENT JULY 31, 1996Stockholders Agreement • May 27th, 1997 • Clearview Cinema Group Inc
WHEREAS, transfer of the Shares is restricted pursuant to the terms and provisions of the Stockholders and Registration Rights Agreement, dated as of May 29, 1996, by and among the Company, and its stockholders (the "Stockholders Agreement"); and
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
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
A/B Exchange Registration Rights AgreementRegistration Rights Agreement • July 2nd, 1998 • Clearview Cinema Group Inc • Services-motion picture theaters • New York
CONFORMED COPY AGREEMENT AND PLAN OF MERGERMerger Agreement • August 27th, 1998 • Clearview Cinema Group Inc • Services-motion picture theaters • Delaware
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
LEASE DATED DECEMBER 1997 BETWEEN JESSE Y. SAYEGH, (LANDLORD) AND CCC BELLEVUE CINEMA CORP, (TENANT)Lease Agreement • December 23rd, 1997 • Clearview Cinema Group Inc • Services-motion picture theaters
ASSIGNMENT FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, F & N Cinema, Inc. of 21 Sunset Strip, P.O. Box 648, Succasunna, NJ 07876, Assignor: hereby assign all of their right, title and interest and estate in a certain Lease...Assignment • February 2nd, 1998 • Clearview Cinema Group Inc • Services-motion picture theaters
SUBORDINATED NOTESubordinated Note • December 5th, 1997 • Clearview Cinema Group Inc • Services-motion picture theaters
WARRANTWarrant Agreement • May 27th, 1997 • Clearview Cinema Group Inc • Delaware
JOINDER AGREEMENT AND FIRST AMENDMENT TO CREDIT AGREEMENT BY AND AMONGCredit Agreement • May 27th, 1997 • Clearview Cinema Group Inc • Ohio
EXHIBIT 10.34 REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement, dated as of April 30, 1998 (the "Agreement"), by and among Clearview Cinema Group, Inc., a Delaware corporation (the "Company"), and the individuals identified on the signature...Registration Rights Agreement • July 2nd, 1998 • Clearview Cinema Group Inc • Services-motion picture theaters • Delaware
