CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • August 11th, 2006 • Cinemark Usa Inc /Tx • Services-motion picture theaters • Delaware
THIS CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is made as of August 7, 2006, among Cinemark Holdings, Inc., a Delaware corporation (the “Company”) and each of the shareholders of Cinemark, Inc., a Delaware corporation (“Cinemark”) set forth on the attached Schedule A hereto. Such shareholders are collectively referred to herein as the “Stockholders” and individually as a “Stockholder.” Except as otherwise indicated herein, capitalized terms used herein are defined in Section 7 hereof.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 11th, 2006 • Cinemark Usa Inc /Tx • Services-motion picture theaters • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of August 7, 2006 by and among Century Theatres, Inc., a California corporation (the “Company”), Century Theatres Holdings, LLC, a California limited liability company (“CTH LLC”), Syufy Enterprises, LP, a California limited partnership (“Shareholder”), Cinemark USA, Inc., a Texas corporation (“Purchaser”) and Cinemark Holdings, Inc., a Delaware corporation (“Holdings”).
STOCK CONTRIBUTION AND EXCHANGE AGREEMENTStock Contribution and Exchange Agreement • August 11th, 2006 • Cinemark Usa Inc /Tx • Services-motion picture theaters • Delaware
THIS STOCK CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is made as of August 7, 2006, by and between Cinemark Holdings, Inc., a Delaware corporation (the “Company”), Cinemark, Inc., a Delaware corporation (“Cinemark”), Syufy Enterprises, LP, a California limited partnership (“Contributor”) and Century Theatres Holdings, LLC, a California limited liability company, a wholly owned Subsidiary of Contributor (“CTH”). Capitalized terms used but not otherwise defined herein or in the Stockholders Agreement (as defined below) shall have the meanings set forth in Section 9 hereof.
