10% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE APRIL 1, 2017Convertible Security Agreement • April 6th, 2016 • Epic Stores Corp. • Retail-miscellaneous retail • New York
THIS 10% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued 10% Senior Secured Convertible Promissory Notes of Epic Stores Corp., a Nevada corporation (the “Company”), having its principal place of business at 20805 North 19th Avenue, #2, Phoenix, Arizona 85027, designated as its 10% Senior Secured Convertible Promissory Note due April 1, 2017 (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 4th, 2016 • Epic Stores Corp. • Retail-miscellaneous retail
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 4th, 2016 • Epic Stores Corp. • Retail-miscellaneous retail • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 27, 2016, between Epic Stores Corp., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • February 4th, 2016 • Epic Stores Corp. • Retail-miscellaneous retail • New York
This Subsidiary Guarantee, dated as of January 27, 2016 (this “Guarantee”), is made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Secured Parties”) to that certain Securities Purchase Agreement (the “Purchase Agreement”), dated as of the date hereof, among Epic Stores Corp., a Nevada corporation (the “Company”) and the Secured Parties.
EPIC STORES CORP. PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (UNITS – US$0.20 PER UNIT) INSTRUCTIONS TO SUBSCRIBERPrivate Placement Subscription Agreement • December 10th, 2015 • Epic Stores Corp. • Retail-miscellaneous retail • Nevada
The Issuer hereby accepts the Subscription (as defined herein) on the terms and conditions contained in this private placement subscription agreement (this “Agreement”) as of the ____ day of _____________, 2015.
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • June 30th, 2015 • Be at TV, Inc. • Services-management services • Nevada
EPIC STORES CORP., a company incorporated under the laws of the State of Nevada and having an address at 20805 North 19th Avenue, Phoenix, Arizona, USA 85027
EPIC STORES CORP. PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT INSTRUCTIONS TO SUBSCRIBERSubscription Agreement • January 21st, 2016 • Epic Stores Corp. • Retail-miscellaneous retail • Nevada
The undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase from Epic Stores Corp. (the “Issuer”) that number of shares of common stock of the Issuer (each, a “Share”) set out below at a price of US$0.30 per Share. The Subscriber agrees to be bound by the terms and conditions set forth in the attached “Terms and Conditions of Subscription for Share”.
RETURN TO TREASURY AGREEMENTReturn to Treasury Agreement • June 30th, 2015 • Be at TV, Inc. • Services-management services • Nevada
BE AT TV, INC., a company incorporated under the laws of the State of Nevada and having an address at 8 Ridge Street, North Sydney, Australia 2060
AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 6th, 2016 • Epic Stores Corp. • Retail-miscellaneous retail • New York
This Amendment to Securities Purchase Agreement (this “Amendment”), dated April 1, 2016, by and between Epic Stores Corp. (the “Company”), and Old Main Capital, LLC (the “Purchaser”), hereby amends, effective as of the date hereof, that certain Securities Purchase Agreement, dated as of January 27, 2016, by and among the Company and the Purchaser (the “Securities Purchase Agreement”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Securities Purchase Agreement.
ContractAssignment Agreement • April 11th, 2016 • Epic Stores Corp. • Retail-miscellaneous retail • Nevada
NONE OF THE SECURITIES TO WHICH THIS AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE AND FOREIGN SECURITIES LAWS.
ESCROW AGREEMENTEscrow Agreement • June 30th, 2015 • Be at TV, Inc. • Services-management services • Nevada
BE AT TV, INC.., a company incorporated under the laws of the State of Nevada and having an address at 20805 North 19th Avenue, Phoenix, Arizona, USA 85027
SECURITY AGREEMENTSecurity Agreement • February 4th, 2016 • Epic Stores Corp. • Retail-miscellaneous retail
This SECURITY AGREEMENT, dated as of January 27, 2016 (this “Agreement”), is among Epic Stores Corp., a Nevada corporation (the “Company”), all of the subsidiaries of the Company (such subsidiaries, the “Guarantors,” and together with the Company, the “Debtors”) and the holders of the Company’s 10% Senior Secured Convertible Promissory Notes, in the original aggregate principal amount of up to $543,478 (the “Notes”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
ASSIGNMENT AND EXCHANGE AGREEMENTAssignment and Exchange Agreement • April 6th, 2016 • Epic Stores Corp. • Retail-miscellaneous retail • New York
THIS ASSIGNMENT AND EXCHANGE AGREEMENT (the “Agreement”) is dated this 1st day of April, 2016 (the “Effective Date”), by and among Old Main Capital, LLC (the “Holder”), Epic Stores Corp. (the “Company”) and Epic Stores LLC, a wholly-owned subsidiary of the Company (the “Subsidiary”).
VOTING AGREEMENTVoting Agreement • June 30th, 2015 • Be at TV, Inc. • Services-management services • Nevada
BE AT TV, INC., a company incorporated under the laws of the State of Nevada having an address at 20805 North 19th Avenue, Phoenix, Arizona, USA 85027, Email: brian@riggscompanies.com
Employment AgreementEmployment Agreement • June 30th, 2015 • Be at TV, Inc. • Services-management services
· 90 Day Initial Performance Review followed with Yearly Performance Reviews. Performance reviews weighted highly on sales performance of all retail stores.
SBOR, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • February 26th, 2013 • SBOR, Inc. • Nevada
AMENDING AGREEMENTNote Purchase Agreement • February 2nd, 2016 • Epic Stores Corp. • Retail-miscellaneous retail • Nevada
The Subsidiary and the Investor are parties to a note purchase agreement dated April 16, 2015 (the “Purchase Agreement”), pursuant to which the Subsidiary issued the Investor a convertible promissory note dated April 16, 2015 (the “Note”) in the principal amount of $200,000, which was to be repaid by the Subsidiary to the Investor on or before June 30, 2015 (the “Maturity Date”);
AMENDMENT TO CONVERTIBLE PROMISSORY NOTESConvertible Promissory Notes • April 6th, 2016 • Epic Stores Corp. • Retail-miscellaneous retail • New York
This Amendment to Convertible Promissory Notes (this “Amendment”), dated April 1, 2016, by and between Epic Stores Corp. (the “Company”), and Old Main Capital, LLC (the “Purchaser”), hereby amends, effective as of the date hereof, each of the 8% Senior Convertible Promissory Note, dated as of January 27, 2016, issued by the Company to the Purchaser (the “8% Note”), and each of the 10% Senior Secured Convertible Promissory Notes (each, a “10% Note” and together with the 8% Note, a “Note”) issued by the Company to the Purchaser pursuant to that certain Securities Purchase Agreement, dated as of January 27, 2016, as amended, by and among the Company and the Purchaser (the “Securities Purchase Agreement”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Securities Purchase Agreement.
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • June 30th, 2015 • Be at TV, Inc. • Services-management services • Nevada
This Investor Rights Agreement (this "Agreement") is made and entered into as of June 24th, 2015, among Be At, TV, Inc., a Nevada corporation (the "Company"), Belloc Pty Ltd., having an address at PO Box H225 Australia Square, NSW 1215, (the "Investor Representative"), and each of the holders of the Registrable Securities (as defined herein) that have executed this Agreement (each such holder, a "Holder" and, collectively, the "Holders").
ContractPrivate Placement Subscription Agreement • June 30th, 2015 • Be at TV, Inc. • Services-management services • Nevada
THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THIS "SUBSCRIPTION AGREEMENT") RELATES HAVE BEEN ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT IN THE UNITED STATES OR U.S. PERSONS (AS DEFINED HEREIN) AND ARE NOT PURCHASING FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
LEAK-OUT AGREEMENTLeak-Out Agreement • February 4th, 2016 • Epic Stores Corp. • Retail-miscellaneous retail • Nevada
This LEAK-OUT AGREEMENT (this “Agreement”) is made and entered into as of this 27th day of January 2016, by and between Conner Clay (the “Holder”) and Epic Stores Corp., a Nevada corporation (the “Company”).
Employment AgreementEmployment Agreement • June 30th, 2015 • Be at TV, Inc. • Services-management services
· 90 Day Initial Performance Review followed with Yearly Performance Reviews. Performance reviews weighted highly on sales performance of all retail stores.
AGREEMENT AND PLAN OF MERGERMerger Agreement • August 19th, 2015 • Epic Stores Corp. • Retail-miscellaneous retail • Nevada
NOW THEREFORE, in consideration of the mutual agreements and covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Epic and Be At (together, the “Parties”) hereby agree to merge on the following terms and conditions:
SETTLEMENT AGREEMENTSettlement Agreement • January 13th, 2016 • Epic Stores Corp. • Retail-miscellaneous retail
This Settlement Agreement (this “Agreement”) is made and entered into as of the 5th day of December, 2015 (the “Effective Date”), by and between HH-Poca Fiesta, LLC, an Arizona limited liability company (“Plaintiff”), on the one hand, and Epic Stores, L.L.C., an Arizona limited liability company dba Epic Thrift (“Epic AZ”), Epic Stores, LLC, a Nevada limited liability company (“Epic NV”), and Epic Stores Corp., a publicly traded Nevada corporation (“Epic Corp”) (collectively referred to herein as “Defendants”), on the other hand.
AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 6th, 2016 • Epic Stores Corp. • Retail-miscellaneous retail • New York
This Amendment to Registration Rights Agreement (this “Amendment”), dated April 1, 2016, by and between Epic Stores Corp. (the “Company”), and Old Main Capital, LLC (the “Purchaser”), hereby amends, effective as of the date hereof, that certain Registration Rights Agreement, dated as of January 27, 2016, as amended, by and among the Company and the Purchaser (the “Registration Rights Agreement”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Registration Rights Agreement.
WARRANT CANCELLATION AGREEMENTWarrant Cancellation Agreement • June 30th, 2015 • Be at TV, Inc. • Services-management services • Nevada
BE AT TV, INC., a company incorporated under the laws of the State of Nevada and having an address at 8 Ridge Street, North Sydney, Australia 2060
LOAN AGREEMENT (ACH Repayment)Loan Agreement • March 2nd, 2016 • Epic Stores Corp. • Retail-miscellaneous retail • Virginia
For value received, Borrower hereby promises to pay and deliver to OLD MAIN CAPITAL, LLC, the repayment amount, (as set forth below and together with any additional charges as set forth herein, collectively, the "Repayment Amount") in lawful money of the United States. The Repayment Amount shall be paid to OLD MAIN CAPITAL, LLC by Borrower's irrevocably authorizing only one depositing account acceptable to OLD MAIN CAPITAL, LLC (the "account") to remit the Specific Daily Repayment Amount specified below (the "Specific Daily: Repayment Amount ") until such time as OLD MAIN CAPITAL, LLC receives payment in full of the Repayment Amount, Borrower hereby authorizes OLD MAIN CAPITAL, LLC to ACH Debi t the specified remittances from the Borrower's bank account on a daily basis and will provide OLD MAIN CAPITAL, LLC with all required access codes. Borrower understands that it is responsible for ensuring that the Specific Daily Repayment Amount to be debited by OLD MAIN CAPITAL, LLC remains in
Employment AgreementEmployment Agreement • June 30th, 2015 • Be at TV, Inc. • Services-management services
· 90 Day Initial Performance Review followed with Yearly Performance Reviews. Performance reviews weighted highly on sales performance of all retail stores.
