0001193125-07-004921 Sample Contracts

TAX RECEIVABLE AGREEMENT among NATIONAL CINEMEDIA, INC., NATIONAL CINEMEDIA LLC, REGAL CINEMEDIA HOLDINGS, LLC, CINEMARK MEDIA, INC., REGAL CINEMAS, INC., AMERICAN MULTI-CINEMA, INC., and CINEMARK USA, INC. DATED AS OF , 2007
Tax Receivable Agreement • January 11th, 2007 • National CineMedia, Inc. • Services-advertising • Delaware

This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [ ], 2007, by and among National CineMedia, Inc., a Delaware corporation (“NCM Inc.”), National CineMedia LLC, a Delaware limited liability company (“NCM LLC”), Regal CineMedia Holdings, LLC, a Delaware limited liability company (“Regal Founding Member”), Cinemark Media, Inc., a Delaware corporation (“Cinemark Founding Member”), Regal Cinemas, Inc., a Tennessee corporation (“Regal ESA Party”), American Multi-Cinema, Inc., a Missouri corporation (“AMCI”), and Cinemark USA, Inc., a Texas corporation (“Cinemark ESA Party”).

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Number of Shares] NATIONAL CINEMEDIA, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • January 11th, 2007 • National CineMedia, Inc. • Services-advertising • New York
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