GUARANTYGuaranty • March 28th, 2008 • Us Dry Cleaning Corp • Services-personal services
THIS GUARANTY (this “Guaranty”) is made as of the 24 day of March, 2008, by US DRY CLEANING CORPORATION (the “Guarantor”), to and with NEWSTAR FINANCIAL, INC., a Delaware corporation with an address at 500 Boylston Street, Suite 1600, Boston, Massachusetts 02116 (hereinafter referred to as the “Lender”).
STOCK PLEDGE AGREEMENTStock Pledge Agreement • March 28th, 2008 • Us Dry Cleaning Corp • Services-personal services
TIME NOTETime Note • March 28th, 2008 • Us Dry Cleaning Corp • Services-personal services • Massachusetts
FOR VALUE RECEIVED, USDC PORTSMOUTH, INC., a California corporation (“Borrower”), hereby promises to pay to the order of NEWSTAR FINANCIAL, INC., a Delaware corporation (“Lender”), or to its order, at its office at 500 Boylston Street, Boston, Massachusetts 02116, the principal sum of Nine Hundred Seventy-Five Thousand Dollars ($975,000.00) (subject to Section 14 below), together with interest in arrears on the unpaid principal balance from time to time outstanding hereunder from the date hereof until the entire principal amount due hereunder is paid in full at the rates hereinafter provided.
LICENSE AGREEMENTLicense Agreement • March 28th, 2008 • Us Dry Cleaning Corp • Services-personal services • New York
THIS LICENSE AGREEMENT (this “Agreement”), made and entered into as of this 24th day of March 2008 (the “Effective Date”), by and between ZOOTS CORPORATION, a corporation organized and existing under the laws of the State of Delaware (“Licensor”), and USDC PORTSMOUTH, INC., a corporation organized and existing under the laws of the State of California (“Licensee”).
SECURITY AGREEMENTSecurity Agreement • March 28th, 2008 • Us Dry Cleaning Corp • Services-personal services • Massachusetts
THIS SECURITY AGREEMENT made as of the 24 day of March, 2008, by and between USDC PORTSMOUTH, INC., a California corporation (the “Debtor”); and NEWSTAR FINANCIAL, INC., a Delaware corporation (the “Secured Party”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • March 28th, 2008 • Us Dry Cleaning Corp • Services-personal services • New York
This Assignment and Assumption Agreement (this “Agreement”), dated as of the 21st day of March, 2008, by and among Zoots Corporation, a Delaware corporation (“Zoots”), Zoots Holding Corporation, a Delaware corporation (“Holding”), Delivery LLC, a Delaware limited liability company (“Delivery” and together with Zoots and Holding, the “Companies,” each of which may be referred to from time to time herein individually as a “Company”), USDC Portsmouth, Inc., a California corporation (“Purchaser”) and U.S. Dry Cleaning Corporation, a Delaware corporation (“Parent”).
SECURED PARTY SALE AGREEMENTSecured Party Sale Agreement • March 28th, 2008 • Us Dry Cleaning Corp • Services-personal services • Massachusetts
This Secured Party Sale Agreement (the “Agreement”) is entered into as of March 21, 2008, by and between NewStar Financial, Inc., a Delaware corporation (“Seller”), as administrative agent and lender under the Credit Agreement (as hereinafter defined), USDC Portsmouth, Inc., a California corporation (“Purchaser”), and U.S. Dry Cleaning Corporation, a Delaware corporation (“Parent”).
