0000950129-05-004858 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 9th, 2005 • Cic MSRG Lp • Retail-eating places • Delaware

This REGISTRATION RIGHTS AGREEMENT, dated as of April 27, 2005, is entered into by and between MAIN STREET RESTAURANT GROUP, INC., a Delaware corporation (the “Company"), and CIC MSRG LP, a Delaware limited partnership (the “Purchaser").

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MAIN STREET RESTAURANT GROUP, INC. COMMON STOCK PURCHASE WARRANT
Common Stock Purchase Warrant • May 9th, 2005 • Cic MSRG Lp • Retail-eating places • Delaware

This certifies that, for good and valuable consideration, Main Street Restaurant Group, Inc., a Delaware corporation (the “Company”), grants to the Warrantholder, the right to subscribe for and purchase from the Company validly issued, fully paid and nonassessable Warrant Shares of the Company’s Common Stock, $0.001 par value per share (the “Common Stock”), at the Exercise Price, at any time after November 27, 2005 and prior to the Expiration Date, all subject to the terms, conditions and adjustments herein set forth.

Securities Purchase Agreement By And Between Main Street Restaurant Group, Inc. And CIC MSRG LP April 27, 2005
Securities Purchase Agreement • May 9th, 2005 • Cic MSRG Lp • Retail-eating places • Delaware

This SECURITIES PURCHASE AGREEMENT, dated as of April 27, 2005, is entered into by and between MAIN STREET RESTAURANT GROUP, INC., a Delaware corporation, and CIC MSRG LP, a Delaware limited partnership.

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