AGREEMENTAgreement • May 27th, 1997 • Clearview Cinema Group Inc • New Jersey
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 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
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
ARTICLE 1 DEFINITIONSSubordination Agreement • May 27th, 1997 • Clearview Cinema Group Inc • 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
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
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
SECOND AMENDMENT TO CREDIT AGREEMENT BY AND AMONGCredit Agreement • May 27th, 1997 • Clearview Cinema Group Inc • Ohio
Exhibit 10.18 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 10.25 PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT (the "Agreement") dated the 29th day of May, 1996, by and among MidMark Capital, L.P., a Delaware limited partnership ("Buyer"), Clearview...Preferred Stock and Warrant Purchase Agreement • May 27th, 1997 • Clearview Cinema Group Inc • Delaware
WARRANTClearview Cinema Group Inc • May 27th, 1997 • Delaware
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.Clearview Cinema Group Inc • May 27th, 1997 • Delaware
Exhibit 10.29 FORM OF COMMON STOCK PURCHASE WARRANT A NEITHER THIS WARRANT NOR THE COMMON STOCK FOR WHICH IT MAY BE EXERCISED HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY OTHER SECURITIES LAWS, AND MAY NOT BE SOLD,...Clearview Cinema Group Inc • May 27th, 1997 • Delaware
WARRANTClearview Cinema Group Inc • May 27th, 1997 • Delaware
Exhibit 10.30 FORM OF COMMON STOCK PURCHASE WARRANT B NEITHER THIS WARRANT NOR THE COMMON STOCK FOR WHICH IT MAY BE EXERCISED HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY OTHER SECURITIES LAWS, AND MAY NOT BE SOLD,...Clearview Cinema Group Inc • May 27th, 1997 • Delaware
WITNESSETH:Employment Agreement • May 27th, 1997 • Clearview Cinema Group Inc • New Jersey
Exhibit 10.42 INDEMNIFICATION ESCROW AGREEMENT This Indemnification Escrow Agreement ("Escrow Agreement") is made and entered into as of the 29th day of May, 1996 by and among Clearview Cinema Group, Inc., and CCC Emerson Cinema Corp. (collectively,...Indemnification Escrow Agreement • May 27th, 1997 • Clearview Cinema Group Inc
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
CLEARVIEW CINEMA GROUP, INC. FIRST AMENDMENT TO INVESTMENT AND STOCKHOLDERS AGREEMENTInvestment and Stockholders Agreement • May 27th, 1997 • Clearview Cinema Group Inc
Exhibit 10.06 AGREEMENT JULY 31, 1996Agreement • 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 10.19 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
June 20, 1995Voting Trust Agreement • May 27th, 1997 • Clearview Cinema Group Inc • Delaware
I ARTICLE DEFINITIONS; CONSTRUCTIONAgreement and Plan of Reorganization • May 27th, 1997 • Clearview Cinema Group Inc • New Jersey
Exhibit 10.28 AMENDMENT NO. 1 TO WARRANT AGREEMENT THIS AMENDMENT NO. 1 TO WARRANT AGREEMENT ("Amendment") dated as of December 13, 1996 between CLEARVIEW CINEMA GROUP, INC., a Delaware corporation, ("Issuer") and THE PROVIDENT BANK, Agent ("Initial...Warrant Agreement • May 27th, 1997 • Clearview Cinema Group Inc • Ohio
Exhibit 9.01 VOTING TRUST AGREEMENT December ___, 1994 This VOTING TRUST AGREEMENT (this "Trust Agreement") is made by and between Brett E. Marks ("Marks") and A. Dale Mayo (the "Trustee"). Marks owns in the aggregate 200 shares (the "Stock") of the...Voting Trust Agreement • May 27th, 1997 • Clearview Cinema Group Inc • Delaware
AGREEMENTAgreement • May 27th, 1997 • Clearview Cinema Group Inc • New York
July 31, 1996Voting Trust Agreement • May 27th, 1997 • Clearview Cinema Group Inc • Delaware
Exhibit 10.23 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1993, 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 10.40 November 8, 1995 Herbert W. Solomon, Esq. Hollenberg Levin Solomon Ross & Belsky, LLP 585 Stewart Avenue Garden City, NY 11530-4732 Re: Lease dated January 1, 1994, between PURMIL CO., ("Landlord"), and CINEMA HERRICKS, INC. ("Cinema"),...Clearview Cinema Group Inc • May 27th, 1997
Exhibit 10.02 CLEARVIEW CINEMA GROUP, INC. INVESTMENT AND STOCKHOLDERS AGREEMENT December ___, 1994 CLEARVIEW CINEMA GROUP, Inc., a Delaware corporation (the "Company"), A. Dale Mayo ("Mayo"), Brett E. Marks ("Marks") and CMNY CAPITAL II, L.P., a...Investment and Stockholders Agreement • May 27th, 1997 • Clearview Cinema Group Inc • Delaware
CONTRIBUTION, EXCHANGE, AND TERMINATION AGREEMENT December __, 1994Clearview Cinema • May 27th, 1997 • Clearview Cinema Group Inc • New York
