Digital Cinema Destinations Corp. Sample Contracts

Underwriting Agreement
Underwriting Agreement • April 10th, 2012 • Digital Cinema Destinations Corp. • Services-motion picture theaters • New York
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DIGITAL CINEMA DESTINATIONS CORP. 1,141,000 shares of Class A Common Stock PLACEMENT AGENT AGREEMENT
Placement Agent Agreement • October 4th, 2013 • Digital Cinema Destinations Corp. • Services-motion picture theaters • New York

Digital Cinema Destinations Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the purchasers, pursuant to the terms and conditions of this Placement Agent Agreement (this “Agreement”) and the Subscription Agreements in the form of Exhibit A attached hereto (the “Subscription Agreements”) entered into with the purchasers identified therein (each a “Purchaser” and, collectively, the “Purchasers”), up to an aggregate of 1,141,000 authorized but unissued shares (the “Shares”) of Class A common stock, par value $0.01 per share (the “Common Stock”), of the Company. The Company hereby confirms its agreement with Barrington Research Associates, Inc. (the “Placement Agent”) to act as Placement Agent in accordance with the terms and conditions hereof.

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Asset Purchase Agreement Dated as of November 7, 2013 between Eastern Shores, Inc. (Seller) DC Londonderry Cinemas, LLC (Buyer)
Asset Purchase Agreement • November 12th, 2013 • Digital Cinema Destinations Corp. • Services-motion picture theaters • New Hampshire

This Asset Purchase Agreement (“Agreement”), dated as of November 7, 2013, is by and between Eastern Shores, Inc., a New Hampshire corporation (“Seller”) and DC Londonderry Cinema, LLC, a Delaware limited liability company (“Buyer”).

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Contract
Security Agreement • October 3rd, 2012 • Digital Cinema Destinations Corp. • Services-motion picture theaters • New York
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EMPLOYMENT AGREEMENT
Employment Agreement • December 20th, 2011 • Digital Cinema Destinations Corp. • New Jersey

THIS AGREEMENT, made and entered into as of the 1st day of December, 2011, by and between Digital Cinema Destinations Corp., a Delaware Corporation (the "Company"), and Brett Marks (the "Employee").

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LEASE AGREEMENT BETWEEN RIALTO HOLDING CO, LLC (“LANDLORD”) AND
Lease Agreement • December 20th, 2011 • Digital Cinema Destinations Corp.

THIS LEASE AGREEMENT (“Lease”) is made and entered into this 31st day of December, 2010 (“Effective Date”), by and between Landlord, whose office is located at 250 East Broad Street, Westfield, New Jersey, 07090, and Tenant, having an address at 250 East Broad Street, Westfield, New Jersey, 07090, which Parties in consideration of their mutual covenants herein set forth do hereby agree as herein specified.

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Contract
Purchase Warrant • April 10th, 2012 • Digital Cinema Destinations Corp. • Services-motion picture theaters • New York

_______________________ BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT (DEFINED BELOW) TO ANYONE OTHER THAN (I) AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF _______________________ OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.

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FIRST AMENDMENT TO LEASE
Lease • December 20th, 2011 • Digital Cinema Destinations Corp.

THIS FIRST AMENDMENT TO LEASE (the “Amendment”), made and entered into this 17th day of February, 2011, by and between WINTONBURY MALL ASSOCIATES, LLC, whose principal address is 1985 Cedar Bridge Avenue, Suite 1, Lakewood, New Jersey 08701 (the “Landlord”) K & G THEATRES LLC, whose principal address is 865 Park Avenue, Bloomfield, Connecticut 06002 (hereafter referred to as the “Assignor” or “Original Tenant”) and DC BLOOMFIELD CINEMA, LLC, ,whose principal address is 250 East Broad Street, Westfield, New Jersey 07090 (hereafter referred to as the “Assignee” or “Tenant”).

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Prepared by and after recording return to: Harlan W. Robins, Esq. Dickinson Wright PLLC
Collateral Assignment of Lease • October 3rd, 2012 • Digital Cinema Destinations Corp. • Services-motion picture theaters
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EXHIBITOR MANAGEMENT SERVICES AGREEMENT
Exhibitor Management Services Agreement • December 20th, 2011 • Digital Cinema Destinations Corp. • New York

THIS EXHIBITOR MANAGEMENT SERVICES AGREEMENT ("Agreement") is entered into as of March 11, 2011 ("Effective Date") by and between Cinedigm Digital Cinema Corp., a Delaware corporation, with its offices located at 55 Madison Avenue, Suite 300, Morristown, NJ 07960 ("Cinedigm") and Digital Cinema Destinations Corp. a Delaware corporation, with its offices located at 250 East Broad Street Westfield, NJ 07090 ("Client"). Each of Cinedigm and Client is sometimes referred to in this Agreement as a "Party" and collectively as the "Parties."

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February 26, 2013
Final Purchase Price Adjustments • March 4th, 2013 • Digital Cinema Destinations Corp. • Services-motion picture theaters

Reference is made to the letter agreement among us, dated December 13,2012 (the "December 13 Letter"), in which we agreed to a procedure to resolve certain issues relating to specified items that could affect the purchase prices paid for Purchased Assets that we acquired from Sellers pursuant to the respective Asset Purchase Agreements, dated December 11,2012 (the "Agreements"). All capitalized terms herein shall have the meanings ascribed to them in the Agreements unless specifically defined herein.

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SPECIAL EVENTS NETWORK AFFILIATE AGREEMENT
Network Affiliate Agreement • December 20th, 2011 • Digital Cinema Destinations Corp. • Delaware

THIS SPECIAL EVENTS NETWORK AFFILIATE AGREEMENT (this “Agreement”) is entered into and effective as of March 14, 2011, (the “Effective Date”) by and between National CineMedia, LLC, a Delaware limited liability company (“NCM”), and Digital Cinema Destinations Corp. (“Affiliate” and, with NCM, each a “Party” and collectively, the “Parties”).

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Asset Purchase Agreement
Asset Purchase Agreement • July 9th, 2012 • Digital Cinema Destinations Corp. • Services-motion picture theaters • Connecticut

This Asset Purchase Agreement (“Agreement”), dated as of July 9th, 2012, is by and among Lisbon Theaters, Inc., a Connecticut corporation, doing business as the Lisbon Cinema (“Seller”), and DC Lisbon Cinema, LLC, a Delaware limited liability company (“Buyer”).

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Westfield, NJ 07090
Asset Purchase Agreement • December 20th, 2011 • Digital Cinema Destinations Corp.

Reference is made to that certain Asset Purchase Agreement, dated as of May 3, 2011, by and among Cinema Supply, Inc., a Pennsylvania corporation, doing business as Cinema Centers ("Seller"), Marvin Troutman, Doris Troutman, DC Cinema Centers, LLC, a Delaware limited liability company ("Buyer"), McNees Wallace & Nurick LLC, as Escrow Agent and, solely with respect to Sections 2.b(a), 2.8, 2.9 and 2.10 thereof, Gina DiSanto. Trudy Withers and Van Troutman (the ''Agreement"). All capitalized terms herein have the same meanings specified in the Agreement.

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DC Cinema Centers Letterhead]
Asset Purchase Agreement • April 10th, 2012 • Digital Cinema Destinations Corp. • Services-motion picture theaters • Pennsylvania

Reference is made to that certain Asset Purchase Agreement, dated as of May 3, 2011, by and among Cinema Supply, Inc., a Pennsylvania corporation, doing business as Cinema Centers (“Seller”), Marvin Troutman, Doris Troutman, DC Cinema Centers, LLC, a Delaware limited liability company (“Buyer”), McNees Wallace & Nurick LLC, as Escrow Agent, and solely with respect to Sections 2.b(a), 2.8, 2.9 and 2.10 thereof, Gina DiSanto, Trudy Withers and Van Troutman, as amended by that certain Amendment to Asset Purchase Agreement, dated as of June 30, 2011 (as amended, the “Agreement”). All capitalized terms used herein and not otherwise defined have the same meanings specified in the Agreement.

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OPERATING AGREEMENT OF START MEDIA/DIGIPLEX, LLC by and between START MEDIA LLC and DIGITAL CINEMA DESTINATIONS CORP. dated as of December 10, 2012
Operating Agreement • December 17th, 2012 • Digital Cinema Destinations Corp. • Services-motion picture theaters • New York

This OPERATING AGREEMENT of Start Media/Digiplex, LLC, a Delaware limited liability company (the “Company”), is made and effective as of December 10, 2012, by and between Start Media, LLC, a Delaware limited liability company (“Start Media”) and Digital Cinema Destinations Corp., a Delaware corporation (“Digiplex”) (each, a “Member” as defined herein).

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EMPLOYMENT AGREEMENT
Employment Agreement • December 20th, 2011 • Digital Cinema Destinations Corp. • New Jersey

THIS AGREEMENT, made and entered into as of the 1st day of September, 2010, by and between Digital Cinema Destinations Corp., a Delaware Corporation (the "Company"), and A. Dale Mayo (the "Employee").

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December 13, 2012 John Ellison, Jr.
Asset Purchase Agreement • December 17th, 2012 • Digital Cinema Destinations Corp. • Services-motion picture theaters
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Barco, Inc. Digital Cinema Division Equipment Warranty and Support Agreement
Equipment Warranty and Support Agreement • December 20th, 2011 • Digital Cinema Destinations Corp. • New York

This Equipment Warranty and Support Agreement, hereinafter referred to as the “Agreement”, is made and entered into as of the 29th day of March 2011 (“Effective Date”) by and between Digital Cinema Division, a Delaware located at 250 E. Broad Street, hereinafter referred to as the “Exhibitor”, and Barco, Inc., a Delaware corporation, with an office located at 11101 Trade Center Dr., Rancho Cordova, CA 95670, hereinafter referred to as the “Barco”.

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Prepared by and after recording return to: Harlan W. Robins, Esq. Dickinson Wright PLLC
Collateral Assignment of Lease • October 3rd, 2012 • Digital Cinema Destinations Corp. • Services-motion picture theaters
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Asset Purchase Agreement Dated as of December 31, 2010 among Rialto Theatre of Westfield, Inc., Cranford Theatre, Inc., DC Westfield Cinema, LLC, and DC Cranford Cinema, LLC
Asset Purchase Agreement • December 20th, 2011 • Digital Cinema Destinations Corp. • New Jersey

This Asset Purchase Agreement (“Agreement”), dated as of December 31, 2010, is by and among Rialto Theatre of Westfield, Inc., a New Jersey corporation (“Rialto Seller”), and Cranford Theatre, Inc., a New Jersey Corporation (“Cranford Seller”, and together with Rialto Seller, “Sellers”), DC Westfield Cinema, LLC, a Delaware limited liability company (“Rialto Buyer”), and DC Cranford Cinema, LLC, a Delaware limited liability company (“Cranford Buyer”, and together with Rialto Buyer, “Buyers”).

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PLEDGE AGREEMENT
Pledge Agreement • October 3rd, 2012 • Digital Cinema Destinations Corp. • Services-motion picture theaters • New York

THIS PLEDGE AGREEMENT ("Agreement") is made and entered into as of September 28, 2012, by and between DIGITAL CINEMA DESTINATIONS CORP., a Delaware limited liability company (collectively, even if only one (1) entity, the "Members") and (ii) NORTHLIGHT TRUST I, a Delaware statutory trust ("NORTHLIGHT"). The Members, together with their respective successors and assigns, are sometimes referenced herein individually as an "Assignor" and collectively as the "Assignors" and NORTHLIGHT together with its successors and assigns, is referenced herein as the "Assignee." Assignors and Assignee are sometimes referenced herein as the "Party(ies)."

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Agreement to Loan Equipment
Loan Agreement • December 20th, 2011 • Digital Cinema Destinations Corp. • New York

Company: Digital Cinema Destinations Address (Headquarters): 250 E. Broad Street, Westfield, New Jersey 7090 Contact Person(s): Jeff Butkovsky Tel. No.: 908-396-1364 Fax No.:

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DIGITAL CINEMA DESTINATIONS CORP., THE SUBSIDIARY BORROWERS PARTY HERETO and NORTHLIGHT TRUST I LOAN AGREEMENT dated as of September 28, 2012
Loan Agreement • October 3rd, 2012 • Digital Cinema Destinations Corp. • Services-motion picture theaters • New York

THIS LOAN AGREEMENT, dated as of September 28, 2012 (this "Agreement"), is by and among DIGITAL CINEMA DESTINATIONS CORP., a Delaware corporation (the "Company"), each Subsidiary Borrower (as defined below) party hereto from time to time and NORTHLIGHT TRUST I, a Delaware statutory trust (the "Lender").

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Asset Purchase Agreement Dated as of February 17, 2011 between DC Bloomfield Cinema, LLC and K&G Theatres LLC
Asset Purchase Agreement • December 20th, 2011 • Digital Cinema Destinations Corp. • New York

This Asset Purchase Agreement ("Agreement"), dated as of February 17, 2011, is by and between K&G Theaters LLC, a Connecticut limited liability company ("Seller"), and DC Bloomfield Cinema, LLC, a Delaware limited liability company ("Buyer").

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Digital Cinema Destinations Corp. Westfield, New Jersey 07090 Gentlemen:
Subscription Agreement • October 4th, 2013 • Digital Cinema Destinations Corp. • Services-motion picture theaters • New York

The undersigned (the “Investor”) hereby confirms its agreement with Digital Cinema Destinations Corp., a Delaware corporation (the “Company”), as follows:

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OPERATOR MANAGEMENT AGREEMENT
Operator Management Agreement • December 17th, 2012 • Digital Cinema Destinations Corp. • Services-motion picture theaters • New York

This Operator Management Agreement (this "Agreement") is executed to be effective as of December __, 2012 (the “Effective Date”) between DC Surprise Cinema, LLC, a Delaware limited liability company ("Owner"), and Digital Cinema Destinations Corp., a Delaware corporation ("Operator").

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LEASE By and Between WINTONBURY MALL ASSOCIATES, LLC (Landlord) and K & G THEATRES LLC (Tenant) Dated: February 6, 2007 Wintonbury Mall Bloomfield, Connecticut
Lease Agreement • December 20th, 2011 • Digital Cinema Destinations Corp.
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AGREEMENT AND PLAN OF MERGER by and among CARMIKE CINEMAS, INC. BADLANDS ACQUISITION CORPORATION and DIGITAL CINEMA DESTINATIONS CORP. Dated as of May 15, 2014
Merger Agreement • May 21st, 2014 • Digital Cinema Destinations Corp. • Services-motion picture theaters • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of May 15, 2014 (the “Agreement”), by and among CARMIKE CINEMAS, INC., a Delaware corporation (“Parent”). BADLANDS ACQUISITION CORPORATION, a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and DIGITAL CINEMA DESTINATIONS CORP., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Section 9.11.

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Prepared by and after recording return to: Harlan W. Robins, Esq. Dickinson Wright PLLC
Collateral Assignment of Leases • October 3rd, 2012 • Digital Cinema Destinations Corp. • Services-motion picture theaters
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Contract
Common Stock Purchase Warrant • December 21st, 2012 • Digital Cinema Destinations Corp. • Services-motion picture theaters • New York

NEITHER THIS COMMON STOCK PURCHASE WARRANT (THIS “PURCHASE WARRANT”) NOR THE SECURITIES WHICH MAY BE ACQUIRED UPON EXERCISE HEREOF (THE “UNDERLYING SECURITIES”) HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE LAW. NONE OF THIS PURCHASE WARRANT, THE UNDERLYING SECURITIES OR ANY INTEREST THEREIN MAY BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE LAW.

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Prepared by and after recording return to: Harlan W. Robins, Esq. Dickinson Wright PLLC
Collateral Assignment of Lease • October 3rd, 2012 • Digital Cinema Destinations Corp. • Services-motion picture theaters
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Prepared by and after recording return to: Harlan W. Robins, Esq. Dickinson Wright PLLC
Collateral Assignment of Lease • October 3rd, 2012 • Digital Cinema Destinations Corp. • Services-motion picture theaters
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DIGITAL CINEMA DESTINATIONS CORP. NETWORK AFFILIATE AGREEMENT
Network Affiliate Agreement • December 20th, 2011 • Digital Cinema Destinations Corp. • Delaware
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