Contribution And Exchange Agreement

EXHIBIT 10.3 EXECUTION COPY CONTRIBUTION AND EXCHANGE AGREEMENT 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. WHEREAS, the Company, Syufy Enterprises, LP, a California limited partnership (" Syufy" ) and Century Theatres Holdings, LLC, a California limited liability company (" CTH" ) are each a party to that certain Stock Purchase Agreement (the " Purchase Agreement" ), dated as of August 7, 2006, by and among the Company, Syufy, CTH, Cinemark USA, Inc., a Delaware corporation (" Cinemark USA" ), and Century Theatres, Inc., a California corporation (" Century" ), pursuant to which the Company and Cinemark USA are acquiring 100% of the stock of Century; WHEREAS, each of the Stockholders is a holder of shares of Class A Common Stock of Cinemark, par value $0.001 per share (the " Cinemark Common Stock" ); WHEREAS, as of the date of this Agreement, CTH owns all of the issued and outstanding shares of capital stock of Century (the " Century Shares" ), and Syufy owns all of the outstanding limited liability company interests of CTH; WHEREAS, prior to the closing, CTH will distribute all of the Century Shares to Syufy and thereafter CTH will be dissolved pursuant to the Beverly-Killea Limited Liability Company Act, as amended, immediately after which Syufy will own all of the Century Shares and become a Stockholder hereunder; WHEREAS, in connection with the transactions contemplated by the Purchase Agreement, each of the Stockholders desires to contribute to the Company all of their shares of Cinemark Common Stock in exchange for an equal number of shares of Class A Common Stock of the Company, par value $0.01 per share (the " Holdings Common Stock" ) and Syufy will contribute the Century Shares in exchange for certain shares of the Holdings Common Stock; WHEREAS, in connection with the transactions contemplated by the Purchase Agreement, the Company desires to issue such shares of Holdings Common Stock to the Stockholders as set forth herein; and WHEREAS, the parties desire that the exchange of Cinemark Common Stock for Holdings Common Stock qualify as a tax-free contribution under the provisions of Section 351 of the Code. NOW THEREFORE, the parties hereto agree as follows: Section 1. Authorization and Closing . 1A. Authorization of the Stock . At the Closing, the Company shall authorize the issuance to the Stockholders an aggregate 27,896,316 shares of Holdings Common Stock. 1B. Contribution of Cinemark Common Stock in Exchange for Holdings Common Stock . At the Closing (as defined in Section 7 below), each Stockholder shall contribute to the Company


the shares of Cinemark Common Stock set forth next to each Stockholder' s name on Schedule A attached hereto, and in exchange therefor, the Company shall issue to such Stockholder the shares of Holdings Common Stock set forth next to such Stockholder' s name on Schedule A attached hereto. The Stockholders shall not receive any additional consideration (other than the shares of Holdings Common Stock being issued hereunder) from the Company in connection with such contributions. At the Closing, the Stockholders shall surrender to the Company the stock certificates with respect to their respective shares of Cinemark Common Stock along with duly executed stock powers or other instruments of transfer acceptable to the Company. Section 2. Conditions of Each Stockholder' s Obligation at the Closing . The obligation of each Stockholder to exchange the shares of Cinemark Common Stock for shares of Holdings Common Stock set forth on the Schedule A attached hereto is subject to the satisfaction as of the Closing of the following conditions: 2A. Representations and Warranties; Covenants . The representations and warranties of the Company contained in Section 5 hereof shall be true and correct at and as of the Closing as though then made, except to the extent of changes caused by the transactions expressly contemplated herein, and the Company shall have performed in all material respects all of the covenants required to be performed by it hereunder prior to the Closing. 2B. Stock Purchase Agreement . The transactions contemplated under the Purchase Agreement shall have been consummated. 2C. Rollover Agreement . The transactions contemplated under the Stock Contribution and Exchange Agreement, dated of the date hereof, among Syufy, CTH and the Company (the " Rollover Agreement" ) shall have been consummated. 2D. Waiver . Any condition specified in this Section 2 may be waived only if such waiver is set forth in a writing executed by each Stockholder. Section 3. Conditions of the Company' s Obligations at the Closing . The obligation of the Company to issue shares of Holdings Common Stock in exchange for shares of Cinemark Common Stock is subject to the satisfaction as of the Closing of the following conditions: 3A. Representations and Warranties; Covenants . The representations and warranties of each Stockholder contained in Section 6 hereof shall be true and correct at and as of the Closing as though then made, except to the extent of changes caused by the transactions expressly contemplated herein, and each Stockholder shall have performed in all material respects all of the covenants required to be performed by he or it hereunder prior to the Closing. 3B. Participation by All Stockholder . Each of the Stockholders shall have executed and delivered signature pages to this Agreement, the Registration Agreement and the Stockholders Agreement, and shall have delivered at the Closing the stock certificates, stock powers and related items described in Section 1B above. 3C. Stock Purchase Agreement . The transactions contemplated under the Purchase Agreement shall have been consummated. 3D. Rollover Agreement . The transactions contemplated under the Rollover Agreement shall have been consummated.

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3E. Waiver . Any condition specified in this Section 3 may be waived only if such waiver is set forth in a writing executed by the Company. Section 4. Restrictions on Transfers . The Holdings Common Stock (and any securities issued with respect to the Holdings Common Stock by way of a split, dividend, recapitalization, merger, consolidation, liquidation or other reorganization) shall be subject to the restrictions on transfer set forth in the Stockholders Agreement. Section 5. Representations and Warranties of the Company . As a material inducement to the Stockholders to enter into this Agreement, the Company hereby represents and warrants to the Stockholders that: 5A. Organization and Corporate Power . The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify might reasonably be expected to have a material adverse effect on the financial condition, operating results, assets, operations or business prospects of the Company and its Subsidiaries taken as a whole. The Company has all requisite corporate power and authority and all material licenses, permits and authorizations necessary to own and operate its properties, to carry on its businesses as now conducted and presently proposed to be conducted and to carry out the transactions contemplated by this Agreement. 5B. Capital Stock and Related Matters . As of the Closing and immediately thereafter, the authorized capital stock of the Company shall consist of 45,000,000 shares of capital stock, 40,000,000 of which shall be designated as Class A common stock and 5,000,000 of which shall be designated as Preferred Stock, and of which 31,284,782 shares of the Holdings Common Stock shall be issued and outstanding and no shares of Preferred Stock shall be issued and outstanding upon consummation of the transactions contemplated hereby. As of the Closing, all of the outstanding shares of the Company' s capital stock shall be validly issued, fully paid and nonassessable. Based on the investment representations of the Stockholders in Section 6 hereof, the Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock. 5C. Authorization; No Breach . The execution, delivery and performance of this Agreement and all other agreements contemplated hereby to which the Company is a party have been duly authorized by the Company. This Agreement and all other agreements contemplated hereby each constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms. The execution and delivery by the Company of this Agreement and all other agreements contemplated hereby to which the Company is a party, the offering and issuance of the Holdings Common Stock hereunder and the fulfillment of and compliance with the respective terms hereof and thereof by the Company do not and will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any lien, security interest, charge or encumbrance upon the Company' s capital stock or assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of or (vi) require any authorization, consent, approval, exemption or other action by or notice to any court or administrative or governmental body pursuant to, the Certificate of Incorporation or bylaws of the Company, or any law, statute, rule or regulation to which the Company is subject, or any agreement, instrument, order, judgment or decree to which the Company is a party or by which it is bound.

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Section 6. Stockholders' Representations and Warranties and Covenants . 6A. Investment Representations . Each Stockholder hereby represents to the Company: (A) that he or it is acquiring the Holdings Common Stock acquired pursuant hereto for its own account with the present intention of holding such securities for purposes of investment, and that he or it has no inten ...