8-K: Current report filing

Exhibit 10.1

Execution Version

ASSET TRANSFER AGREEMENT

This Asset Transfer Agreement, dated as of July 22, 2024 (this “Agreement”), is made and entered into by and among American Multi-Cinema, Inc., a Missouri corporation (“Multi-Cinema”), Centertainment Development, LLC, a Delaware limited liability company (“Centertainment”), and Muvico, LLC, a Texas limited liability company (“Muvico” and, collectively with Multi-Cinema and Centertainment, the “Parties” and each, a “Party”).

WHEREAS, Centertainment is a wholly-owned subsidiary of Multi-Cinema and Muvico is a wholly-owned subsidiary of Centertainment;

WHEREAS, Multi-Cinema is the owner of the Transferred Assets (as defined below);

WHEREAS, in connection with a series of transactions to be implemented involving the Parties and certain of their affiliates, at the direction of Centertainment, (a) Multi-Cinema wishes to convey, contribute, assign, transfer and deliver to Centertainment, and Centertainment wishes to so acquire, assume and accept from Multi-Cinema, all of the Transferred Assets, on the terms and subject to the conditions set forth in this Agreement; and (b) Centertainment wishes to convey, contribute, assign, transfer and deliver to Muvico, and Muvico wishes to so acquire, assume and accept from Centertainment, all of the Transferred Assets, on the terms and subject to the conditions set forth in this Agreement;

WHEREAS, simultaneously with the execution of this Agreement, Multi-Cinema and Muvico are entering into lease assignment agreements, substantially in the form attached as Exhibit A hereto (collectively the “Lease Assignment Agreements”), pursuant to which the leases set forth on Schedule I hereto (the “Assigned Leases”, and the premises subject to the Assigned Leases, the “Leased Premises”) shall be assigned by Multi-Cinema, on behalf and at the direction of Centertainment, to Muvico;

WHEREAS, simultaneously with the execution of this Agreement, Multi-Cinema and Muvico are entering into an intellectual property assignment agreement, substantially in the form attached as Exhibit B hereto (the “IP Assignment Agreement”), pursuant to which the Transferred Intellectual Property (as defined below), including the registrations and applications for registration of the Trademarks, Copyrights and Patents included in the Transferred Intellectual Property as set forth on Schedule II hereto (“Registered Transferred Intellectual Property”), shall be assigned by Multi-Cinema, on behalf and at the direction of Centertainment, to Muvico; and

WHEREAS, within forty-five (45) days following the execution of this Agreement, Multi-Cinema will deliver to Muvico deeds, substantially in the form[s] as the deeds vesting title to the Owned Real Property (as defined below) in Multi-Cinema or its predecessor (collectively the “Owned Property Deeds”), pursuant to which the owned real property set forth on Schedule IV hereto (such premises, the “Owned Real Property”) shall be transferred by Multi-Cinema, on behalf and at the direction of Centertainment, to Muvico.

NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.             Transfer of Assets.

(a)             Certain Terms. Certain capitalized terms used in this Agreement are defined in Section 5.

(b)             Transfer of the Transferred Assets.

(i)             Transferred Assets. Upon the terms and subject to the conditions of this Agreement,

(A)           Multi-Cinema hereby conveys, contributes, assigns, transfers and delivers to Centertainment, and Centertainment hereby acquires, assumes and accepts, all of Multi-Cinema’s right, title and interest in and to, the Transferred Assets together with all Liabilities related thereto, other than any Excluded Liabilities (collectively, the “First Transfer”); and

(B)             Effective immediately following the First Transfer, Centertainment hereby conveys, contributes, assigns, transfers and delivers to Muvico, and Muvico hereby acquires, assumes and accepts, all of Centertainment’s right, title and interest in and to, the Transferred Assets together with all Liabilities related thereto, other than any Excluded Liabilities (collectively, the “Second Transfer”, and together with the “First Transfer”, the “Transfers”).

(ii)           Effect of the Transfers. The Transfers shall be deemed to be a contribution of capital from Multi-Cinema to Centertainment and from Centertainment to Muvico. Further to the Second Transfer, Centertainment hereby directs Multi-Cinema to enter into the Lease Assignment Agreements, the IP Assignment Agreement, and the Owned Property Deeds. The Parties acknowledge and agree that the foregoing directive is being effected for administrative convenience and for the efficient consummation of the transactions contemplated hereby.

(iii)          Excluded Assets and Liabilities. Nothing in this Agreement shall be deemed to convey, contribute, assign, transfer or deliver the Excluded Assets or Excluded Liabilities to Muvico, and all Excluded Assets and Excluded Liabilities shall remain the property, or Liability and obligation, of Multi-Cinema.

(iv)          Real Property.

(A)            (i) Muvico shall be responsible for all outstanding real property taxes and assessments on the Owned Real Property, regardless of whether such taxes and assessments accrued prior to or after the Closing Date and (ii) Muvico shall be responsible for all outstanding amounts owed by tenant under the real property leases for the Leased Premises, regardless of whether such amounts accrued prior to or after the Closing Date.

(B)            As set forth in the applicable Lease Assignment Agreement, the assignments of (a) the lease for Unit 4109 - Dothan Pavilion 12, 4883 Montgomery Hwy, Dothan, AL 36303 and (b) the lease for Unit 4111 – Florence 12, 301 Cox Creek Pkwy, Florence, AL 35630 are each conditioned upon the consent of the landlord’s lender under the applicable SNDA for each lease, if and only if the applicable SNDA for such lease has not been satisfied as of the date hereof.  Multi-Cinema shall, within ninety (90) days after the date of this Agreement, either (i) confirm that the loan associated with the applicable SNDA has been repaid (by obtaining either a copy of the recorded satisfaction/release of mortgage or written confirmation from the applicable landlord that such loan has been repaid) or (ii) obtain the necessary consent to the assignment of the lease from the lender under the applicable SNDA.  If neither (i) nor (ii) is achieved for a given lease (an “Unassigned Lease”), then within said ninety (90) day period, Multi-Cinema shall convey to Centertainment and Centertainment shall convey to Muvico, in the manner described herein, one or more leases of theatres that are, individually or in the aggregate, of equal or greater value, based on the net profit of the applicable theatres, to the applicable Unassigned Lease(s). The foregoing provisions shall apply mutatis mutandis to any other Assigned Leases with respect to which the assignment contemplated hereby is not accomplished for lack of consent or otherwise (with the replacement of such Assigned Leases to be accomplished within forty five (45) days of Multi-Cinema obtaining notice of such failure).

(c)             Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place via the electronic exchange of the documents listed in Section 1(d) simultaneously with the execution of this Agreement.

(d)             Closing Deliveries. On the Closing Date, (x) at the direction of Centertainment, Multi-Cinema shall deliver to Muvico and (y) Muvico shall deliver to Multi-Cinema, the following (except with respect to clause (iv) below, which shall be limited to a delivery by Multi-Cinema to Muvico):

(i)            a counterpart signature page to an instrument of contribution, in substantially the form attached hereto as Exhibit C;

(ii)           a counterpart signature page to the IP Assignment Agreement; and

(iii)          a counterpart signature page to each Lease Assignment Agreement in respect of the Leased Premises; and

(iv)          Multi-Cinema shall make, or shall provide evidence that Centertainment shall have made, a cash contribution to Muvico in the amount of $58,466,882.11.

(e)             Post-Closing Deliveries. Reasonably promptly, and in any event within forty-five (45) days following the Closing Date:

(i)             (x) at the direction of Centertainment, Multi-Cinema shall deliver to Muvico and (y) Muvico shall deliver to Multi-Cinema, the following, as applicable:

(A)           an original signature page to an Owned Property Deed in respect of each of the Owned Real Properties and a title commitment in respect of each of the Owned Real Properties;

(B)            transfer tax documentation required in the applicable jurisdiction of the Owned Real Properties; and

(ii)           written confirmation, executed by Multi-Cinema, that all actions required to be taken under Section 4(m) have been taken, and copies of any transfer documents described under Section 4(m), to the extent applicable.

(f)             Post-Closing Covenant. If following the Closing Date, any Lien (other than a Permitted Lien) is discovered recorded against any Owned Real Property, then Multi-Cinema shall use reasonable efforts to promptly seek the release or termination of such lien and diligently prosecute the same to completion.

2.             Tax Matters.

Each of the Parties intends that the transactions contemplated herein be disregarded for U.S. federal income tax (and applicable U.S. state and local income tax) purposes. No Party shall take any position which is inconsistent with the foregoing intended tax treatment unless required to do so by applicable law.

3.             Representations And Warranties.

(a)             Representations and Warranties of Multi-Cinema. Multi-Cinema hereby represents and warrants to Muvico and Centertainment that as of the Closing:

(i)             Multi-Cinema is authorized and qualified and has full right and power to execute and deliver this Agreement and all other agreements and instruments contemplated hereby to which Multi-Cinema is a party, and to perform its obligations hereunder and thereunder. This Agreement and all other agreements and instruments contemplated hereby to which Multi-Cinema is a party have been duly authorized, executed and delivered by or on behalf of Multi-Cinema. Assuming the due authorization, execution, delivery and performance of this Agreement and all other agreements and instruments contemplated hereby by the other parties hereof and thereof, this Agreement and all other agreements and instruments contemplated hereby to which Multi-Cinema is a party are legal, valid and binding agreements, enforceable against Multi-Cinema in accordance with their terms.

(ii)            As of immediately prior to the Transfers, Multi-Cinema has good and valid title to the Transferred Assets and, following the Transfers, which will take place at the Closing with respect to all Transferred Assets, Muvico will receive and possess good and valid title with respect to the Transferred Assets.

(iii)          Except for the representations and warranties contained in this Section 3, neither Multi-Cinema nor any other person makes any other express or implied representation or warranty with respect to the Transferred Assets, or the transactions contemplated by this Agreement, and Multi-Cinema disclaims any other representations or warranties, whether made by Multi-Cinema, or any of its respective affiliates, officers, directors, employees, agents, consultants, attorneys or representatives.

(iv)          No mortgage, deed or other lien or encumbrance in respect of any Owned Real Property secures any indebtedness for borrowed money as of the date hereof, and any indebtedness for borrowed money previously secured by a mortgage, deed or other lien or encumbrance on any Owned Real Property has been repaid or otherwise extinguished prior to the date hereof.

(b)             Representations and Warranties of Muvico. Muvico hereby represents and warrants to Multi-Cinema and Centertainment that as of the Closing, it is authorized and qualified and has full right and power to execute and deliver this Agreement and all other agreements and instruments contemplated hereby to which Muvico is a party, and to perform its obligations hereunder and thereunder. This Agreement and all other agreements and instruments contemplated hereby to which Muvico is a party have been duly authorized, executed and delivered by or on behalf of Muvico. Assuming the due authorization, execution, delivery and performance of this Agreement and all other agreements and instruments contemplated hereby by the other parties hereof and thereof, this Agreement and all other agreements and instruments contemplated hereby to which Muvico is a party are legal, valid and binding agreements, enforceable against Muvico in accordance with their terms.

(c)             Representations and Warranties of Centertainment. Centertainment hereby represents and warrants to Multi-Cinema and Muvico that as of the Closing, it is authorized and qualified and has full right and power to execute and deliver this Agreement and all other agreements and instruments contemplated hereby to which Centertainment is a party, and to perform its obligations hereunder and thereunder. This Agreement and all other agreements and instruments contemplated hereby to which Centertainment is a party have been duly authorized, executed and delivered by or on behalf of Centertainment. Assuming the due authorization, execution, delivery and performance of this Agreement and all other agreements and instruments contemplated hereby by the other parties hereof and thereof, this Agreement and all other agreements and instruments contemplated hereby to which Centertainment is a party are legal, valid and binding agreements, enforceable against Centertainment in accordance with their terms.

4.             Miscellaneous.

(a)             Amendment and Modification; Waiver. Any modification, waiver, amendment or termination of this Agreement or any provision hereof, shall be effective only if in writing and signed by all of the Parties. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

(b)             Assignment. This Agreement and the rights and obligations hereunder shall not be assigned, delegated, or otherwise transferred (whether by operation of law, by contract, or otherwise) without the prior written consent of each other Party.

(c)             Binding Effect. Except as otherwise expressly provided herein, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

(d)             Counterparts; Electronic Transmission. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. A signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

(e)             Entire Agreement. This Agreement (including any schedules and exhibits attached hereto) constitutes the entire agreement of the Parties in respect of the subject matter hereof, and supersedes all prior agreements or understandings among the Parties in respect of the subject matter hereof.

(f)             Governing Law. This Agreement shall be enforced, governed by, and construed in all respects in accordance with the laws of the State of New York applicable to contracts executed and performable solely in such state without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).

(g)             Headings. The section headings of this Agreement are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provision hereof.

(h)             Jurisdiction. The parties hereto (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

(i)              Notices. All notices and other communications under this Agreement shall be in writing and shall be deemed given (i) when delivered personally by hand (with written confirmation of receipt), (ii) one (1) business day following the day sent by overnight courier (with written confirmation of receipt) or (iii) when sent by electronic mail (so long as confirmation of transmission is electronically or mechanically generated and kept on file by the sender).

(j)              Severability. If any provision of this Agreement or the application of such provision to any person or circumstance shall be held (by a court of jurisdiction) to be invalid, illegal, or unenforceable under the applicable law of any jurisdiction, (i) the remainder of this Agreement or the application of such provision to other persons or circumstances or in other jurisdictions shall not be affected thereby, and (ii) such invalid, illegal, or unenforceable provision shall not affect the validity or enforceability of any other provision of this Agreement. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

(k)             Third-Party Beneficiaries. Nothing express or implied in this Agreement is intended or shall be construed to confer upon or give any person other than the Parties and their respective successors and permitted assigns, any rights or remedies under this Agreement.

(l)              Further Assurances. The Parties agree (i) to furnish upon request to each other such further information, (ii) to execute and deliver to each other such other documents, and (iii) to do such other acts and things, all as the other party may reasonably request for the purpose of carrying out the intent of this Agreement and the transactions contemplated by this Agreement.

(m)            Transfer of Domain Names and Social Media Accounts. Without limiting Section 4(l), Multi-Cinema shall, reasonably promptly, but within forty-five (45) days following the Closing Date, take all further actions required for transferring to Muvico registration and control over the Internet domain names and social media accounts included in the Transferred Assets and as set forth on Schedule II, including by carrying out any applicable transfer procedures and executing any additional documents required by any applicable Internet domain name registrars or social media platform providers, and by delivering to Muvico any authorization codes and passwords necessary to effect such transfers.

5.             Definitions.

(a)             Certain Definitions. In this Agreement, the following terms have the meanings set forth below, which shall be equally applicable to both the singular and plural forms. Any agreement referred to below shall mean such agreement as amended, supplemented and modified from time to time to the extent permitted by the applicable provisions thereof and by this Agreement.

“Assets” means all properties, assets and rights of every kind, nature and description whatsoever whether tangible or intangible, real, personal or mixed, fixed or contingent, choate or inchoate, known or unknown, wherever located of Multi-Cinema.

“Balance Sheet” has the meaning set forth in Section 1(d)(vi).

“Closing” has the meaning set forth in Section 1(c).

“Closing Date” means the date and time as of which the Closing actually takes place.

“Excluded Assets” means any Assets (including the Excluded Intellectual Property) of Multi-Cinema, other than the Transferred Assets.

“Excluded Intellectual Property” means Intellectual Property owned by Multi-Cinema set forth on Schedule III.

“Excluded Liabilities” means any Liabilities of Multi-Cinema related to the Transferred Assets and the theaters at the Leased Premises and the Owned Real Property, other than (i) those set forth on the Balance Sheet, (ii) the Liabilities allocated to Muvico in accordance with Section 1(b)(iv), and (iii) (A) all Liabilities and obligations under the Assigned Leases arising after the Closing, and (B) all Liabilities arising out of the ownership or operation of any Transferred Assets from after the Closing.

“FF&E” means all furniture, fixtures, computers, computer equipment, office equipment, and other equipment, tools, spare parts, furniture, leasehold improvements, supplies, inventory, projectors, materials, and consumables, together with any and all warranties thereon (to the extent same are assignable), and all other items of tangible personal property of any kind, in each case, which are owned by Multi-Cinema and located at a Leased Premises or Owned Real Property.

“Intellectual Property” means all intellectual property, and all rights therein and thereto, recognized under any law, by any governmental authority, or in any jurisdiction anywhere in the world, including, but not limited to, any and all of the following: (a) trademarks, service marks, trade dress, trade names, logos, slogans, corporate names, and social media accounts and handles, including all registrations and applications for registration thereof, and the goodwill connected with the use of and symbolized by the foregoing (“Trademarks”), (b) copyrights and works of authorship, and all applications, registrations and renewals in connection with any of the foregoing (“Copyrights”), (c) trade secret rights and corresponding rights in non-public or proprietary information, (d) patents, patent applications and patent disclosures and improvements thereto together with all reissuances, continuations, continuations-in-part, divisions, revisions, extensions, and reexaminations thereof (“Patents”) and (e) Internet domain names.

“Liability” as to any Person means any debt, adverse claim, liability, duty, responsibility, obligation, commitment, assessment, cost, expense, loss, expenditure, charge, fee, penalty, fine, contribution, or premium of any kind or nature whatsoever, whether known or unknown, asserted or unasserted, absolute or contingent, direct or indirect, accrued or unaccrued, liquidated or unliquidated, or due or to become due, and regardless of when sustained, incurred or asserted or when the relevant events occurred or circumstances existed.

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset; provided that in no event shall an operating lease be deemed to constitute a Lien.

“Management Services Agreement” means that certain Management Services Agreement, dated on or around the date hereof, by and among Muvico, Centertainment and Multi-Cinema (as may be amended or modified from time to time).

“Permitted Liens” means leases, licenses, subleases, sublicenses or other Liens, granted to others that, when taken together, do not (a) interfere in any material respect with the business of Muvico and the Subsidiaries, taken as a whole or (b) secure any indebtedness.

“Reserved Operations” has the meaning set forth in the Management Services Agreement.

“Transferred Assets” means, (a) all right, title and interest to and under the real property leases for the Leased Premises set forth on Schedule I, (b) the Transferred Intellectual Property, (c) all FF&E located at a Leased Premises or Owned Real Property, (d) all right, title and interest in the Owned Real Property, (e) all other assets of Multi-Cinema related to theaters at the Leased Premises and the Owned Real Property, including without limitation, as set forth on the Balance Sheet, and (f) all right, title and interest in any revenues earned at the Leased Premises or Owned Real Property from and after the Closing, but excluding the Reserved Operations, regardless whether the rights of the lessee and/or title to the Owned Real Properties formally transfers on the Closing Date.

“Transferred Intellectual Property” means all Intellectual Property owned by Multi-Cinema, other than the Excluded Intellectual Property, including without limitation (a) the Intellectual Property set forth on Exhibit A and Exhibit B to the IP Assignment Agreement, and (b) all right, title and interest, such as it may exist, of Multi-Cinema in all Internet domain names and social media accounts set forth on Schedule II hereto.

[signature page follows]

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the date first written above.

[Signature Page to Asset Transfer Agreement]

Exhibit A

Unit ___ - __________

LEASE ASSIGNMENT AND ASSUMPTION AGREEMENT

This Lease Assignment and Assumption Agreement (this “Assignment”), dated as of _______________ _____, 2024 (the “Effective Date”) is made and entered into by and between American Multi-Cinema, Inc., a Missouri corporation (the “Assignor”), and Muvico, LLC, a Texas limited liability company (the “Assignee”).

WHEREAS, Assignor, whether in its own name originally or as the ultimate successor-in-interest to the original named tenant, is the tenant under that certain lease agreement described on Exhibit A attached hereto and incorporated herein (as may have previously been or may be amended, restated, supplemented or otherwise modified from time to time, the “Lease”) for certain premises located at [Insert Address], as more particularly described in the Lease;

WHEREAS, [Insert Landlord Name], whether in its own name originally or as the ultimate successor-in-interest to the original named landlord, is the current landlord under the Lease;

WHEREAS, Assignor desires to assign to Assignee the Lease, and Assignee desires to accept the same as of the Effective Date.

NOW, THEREFORE, for ten dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.             Assignment. As of the Effective Date, Assignor hereby assigns, transfers, and conveys to Assignee all of Assignor's right, title and interest as tenant or lessee in, under and to the Lease and all the rights, benefits and privileges of the tenant or lessee thereunder.

2.             Assumption. Assignee hereby assumes all liabilities and obligations of Assignor under the Lease and accepts and agrees to perform all of the terms, covenants, conditions and obligations of Assignor under the Lease that are to be performed or that accrue or become due after the date hereof.

3.             Miscellaneous.

[Signature page follows]

IN WITNESS WHEREOF, the parties have executed and delivered this Assignment as of the date first written above.

Signature Page to Lease Assignment and Assumption Agreement

Exhibit A

Description of Lease Agreement

Exhibit B

INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT

This Intellectual Property Assignment Agreement (“Assignment”), dated as of [●], is by and between American Multi-Cinema, Inc., a Missouri corporation (“Assignor”), and Muvico, LLC, a Texas limited liability company (“Assignee”).

WHEREAS, this Assignment is made and entered into in connection with the Closing of the transactions contemplated by that certain Asset Transfer Agreement (“ATA”), dated as of [●], by and among, Assignor, Assignee and Centertainment;

WHEREAS, capitalized terms used but not defined herein shall have the respective meanings to such terms in the ATA;

WHEREAS, pursuant to the ATA, Assignor, on behalf and at the direction of Centertainment, agreed to convey, contribute, assign, transfer and deliver to Assignee, and Muvico agreed to acquire, assume and accept from Assignor the Transferred Intellectual Property, including the Registered Transferred Intellectual Property set forth on Exhibit A and Exhibit B (the “Assigned IP”); and

WHEREAS, the execution and delivery of this Assignment is contemplated by Section 1(e) of the ATA.

NOW, THEREFORE, in consideration of the promises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignor and Assignee agree as follows:

[Signature Page to Follow]

IN WITNESS WHEREOF, Assignor and Assignee caused this Assignment to be duly executed as of the date first written above.

EXHIBIT A

EXHIBIT B

Exhibit C

FORM OF INSTRUMENT OF CONTRIBUTION

THIS INSTRUMENT OF CONTRIBUTION (this “Instrument”), dated as of [●], 2024, is made and delivered by and between American Multi-Cinema, Inc., a Missouri corporation (“Multi-Cinema”), and Muvico, LLC, a Texas limited liability company (“Muvico”, together with Multi-Cinema, the “Parties” and each, a “Party”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Transfer Agreement (as defined below).

RECITALS

WHEREAS, pursuant to that certain Asset Transfer Agreement, dated as of the date hereof, by and among Multi-Cinema, Centertainment Development, LLC, a Delaware limited liability company (“Centertainment”), and Muvico (the “Transfer Agreement”), Multi-Cinema has, at the direction of Centertainment, conveyed, contributed, assigned, transferred and delivered to Muvico, and Muvico has agreed to so acquire, assume and accept, all of Multi-Cinema’s right, title and interest in and to the Transferred Assets;

WHEREAS, simultaneously with the execution of the Transfer Agreement, Multi-Cinema and Muvico are executing and delivering (i) the Lease Assignment Agreements and (ii) the IP Assignment Agreement; and

WHEREAS, pursuant to the Transfer Agreement, Multi-Cinema and Muvico are executing and delivering this Instrument, to be effective simultaneously with the execution of the Transfer Agreement, as evidence of the conveyance, contribution, assignment, transfer and delivery by Multi-Cinema, at the direction of Centertainment, to Muvico, of all of the Transferred Assets.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

1.            Transfer of Assets; Acceptance and Assumption. Multi-Cinema, at the direction of Centertainment, has conveyed, contributed, assigned, transferred and delivered, and does hereby convey, contribute, assign, transfer and deliver, to Muvico and its successors and permitted assigns, to have and to hold forever, all of Multi-Cinema’s respective right, title and interest in and to the Transferred Assets, and Muvico does hereby acquire, assume and accept the Transferred Assets. Notwithstanding anything herein to the contrary, this Instrument shall not be deemed a conveyance, contribution, assignment, transfer or delivery of any of the Excluded Assets.

2.            Effectiveness. This Instrument will be effective as of the Closing.

3.            Further Assurances. Following the Closing, as and when reasonably requested by either Party, the other Party shall promptly execute and deliver, or cause to be executed and delivered, all such documents, instruments and certificates and shall take, or cause to be taken, all such further or other actions as are necessary to evidence and effectuate the transfer, conveyance, assignment and delivery of the Transferred Assets to Muvico and to put Muvico in operational control of the Transferred Assets, or for collecting and reducing to Muvico’s possession any of the Transferred Assets or exercising any rights with respect thereto.

4.            Third Party Beneficiaries. Nothing express or implied in this Instrument is intended or shall be construed to confer upon or give any person, other than the Parties and their respective successors and permitted assigns, any rights or remedies under this Instrument.

5.            Governing Law. The provisions of Sections 4(f) (Governing Law) and 4(h) (Jurisdiction) of the Transfer Agreement, are hereby incorporated herein by reference and shall apply mutatis mutandis.

6.            Conflicts. This Instrument is executed and delivered pursuant to the Transfer Agreement. This Instrument may not be deemed to defeat, limit, alter, impair, enhance or enlarge any right, obligation, claim or remedy created by the Transfer Agreement, and in the event of any conflict between this Instrument and the Transfer Agreement, the Transfer Agreement shall control.

7.            Notices. All notices and other communications under this Instrument shall be in writing and shall be deemed given (a) when delivered personally by hand (with written confirmation of receipt), (b) five (5) calendar days after being deposited with the United States Post Office, by registered or certified mail, postage prepaid, (c) one (1) business day following the day sent by overnight courier (with written confirmation of receipt) or (d) when sent by electronic mail (so long as confirmation of transmission is electronically or mechanically generated and kept on file by the sender).

8.            Severability. If any provision of this Instrument or the application of such provision to any person or circumstance shall be held (by a court of jurisdiction) to be invalid, illegal, or unenforceable under the applicable law of any jurisdiction, (a) the remainder of this Instrument or the application of such provision to other persons or circumstances or in other jurisdictions shall not be affected thereby, and (b) such invalid, illegal, or unenforceable provision shall not affect the validity or enforceability of any other provision of this Instrument. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to modify this Instrument so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

9.            Entire Agreement. The provisions of Section 4(e) (Entire Agreement) of the Transfer Agreement are hereby incorporated herein by reference and shall apply mutatis mutandis.

10.            Counterparts; Electronic Transmission. This Instrument may be executed in one or more counterparts, each of which shall be deemed to be an original copy of this Instrument and all of which, when taken together, will be deemed to constitute one and the same agreement. A signed copy of this Instrument delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Instrument.

11.            Waiver; Modification. No waiver, modification or change of any of the provisions of this Instrument shall be valid unless made in writing and signed by all Parties.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the Parties have caused this Instrument to be duly executed as of the date first written above.

[Signature Page to Instrument of Contribution]