SECURITY AGREEMENTSecurity Agreement • September 2nd, 2014 • US Dry Cleaning Services Corp • Services-personal services • California
THIS SECURITY AGREEMENT (this “Agreement”), is made by and among U.S. Dry Cleaning Services Corporation, a Delaware corporation (the “Company”), the holders of the Company’s 10% Senior Secured Original Issue Discount Convertible Debentures due September 23, 2013 (collectively, the “Debentures”) and the holders of the Company’s 10% Senior Secured Promissory Notes due September 23, 2013 (collectively, the “Professional Notes”), each a signatory hereto whether by execution of this Agreement or Annex A to this Agreement, their endorsees, transferees and assigns (collectively, the “Secured Parties”), and Lester E. Taylor, Jr., as collateral agent (the “Agent”), effective as of the date this Agreement is executed by the Company (the “Effective Date”) as evidenced by the date affixed to the signature pages annexed hereto.
COMMON STOCK PURCHASE WARRANTSecurity Agreement • September 2nd, 2014 • US Dry Cleaning Services Corp • Services-personal services
THIS COMMON STOCK PURCHASE WARRANT (“Warrant”) certifies that, for value received, (“Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the earlier of (i) closing date of the Subsequent Public Offering or (ii) 9 months after the Plan Effective Date (the “Initial Exercise Date”) and on or prior to the 5th anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from U.S. Dry Cleaning Services Corporation, a Delaware corporation (the “Company”), up to [ ](1) shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
6% SENIOR SECURED CONVERTIBLE DEBENTUREConvertible Security Agreement • September 2nd, 2014 • US Dry Cleaning Services Corp • Services-personal services • California
THIS 6% SENIOR SECURED CONVERTIBLE DEBENTURE is the authorized and validly issued 6% Senior Secured Convertible Debenture (the “Debenture”) of U.S. Dry Cleaning Services Corporation, a Delaware corporation (the “Company”), having its principal place of business at 4040 MacArthur Blvd., Suite 305, Newport Beach, CA 92660. The Debenture is issued as partial payment on and settlement of certain claim(s) made by Class Number [ ] as set forth in the Company’s Bankruptcy Plan and is expressly part of the Company’s Senior Indebtedness (as defined in Section 1 below).
COMMON STOCK PURCHASE WARRANTSecurity Agreement • September 2nd, 2014 • US Dry Cleaning Services Corp • Services-personal services
THIS COMMON STOCK PURCHASE WARRANT (“Warrant”) certifies that, for value received, Setal 9 Trust (“Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Initial Exercise Date and on or prior to the 5th anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from U.S. Dry Cleaning Services Corporation, a Delaware corporation (the “Company”), up to 275,000 shares of Common Stock (the (“Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 2nd, 2014 • US Dry Cleaning Services Corp • Services-personal services • California
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of January 17, 2014 (the “Effective Date”) between SETAL 11, LLC (“Holder”), and U.S. DRY CLEANING SERVICES CORPORATION, a Delaware corporation (“Maker”), provides the terms on which Holder shall lend to Maker and Maker shall repay Holder. The parties agree as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • September 2nd, 2014 • US Dry Cleaning Services Corp • Services-personal services • California
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of July 30, 2014, by and between U.S. Dry Cleaning Services Corporation, a Delaware corporation (“the Company”), and Kari J. Minton (“Employee”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 2nd, 2014 • US Dry Cleaning Services Corp • Services-personal services • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of November 6, 2012 (the “Effective Date”) between SETAL 8 TRUST (“Holder”), and U.S. DRY CLEANING SERVICES CORPORATION, a Delaware corporation (“Maker”), provides the terms on which Holder shall lend to Maker and Maker shall repay Holder. The parties agree as follows:
COMMON STOCK PURCHASE WARRANTSecurity Agreement • September 2nd, 2014 • US Dry Cleaning Services Corp • Services-personal services
THIS COMMON STOCK PURCHASE WARRANT (“Warrant”) certifies that, for value received, Maxim Group, LLC (“Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Initial Exercise Date and on or prior to the 5th anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from U.S. Dry Cleaning Services Corporation, a Delaware corporation (the “Company”), up to 144,900 shares of Common Stock (the (“Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
AMENDMENT TO DEBENTURESAmendment to Debentures • September 2nd, 2014 • US Dry Cleaning Services Corp • Services-personal services
This Amendment to Debentures (this “Amendment”), dated as of March 20, 2014, is made by and between U.S. Dry Cleaning Services Corporation, a Delaware corporation (the “Company”), and Setal 7, LLC, a California limited liability company (“Setal 7”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Debentures (as defined below).
INTERCREDITOR AGREEMENTIntercreditor Agreement • September 2nd, 2014 • US Dry Cleaning Services Corp • Services-personal services • California
THIS INTERCREDITOR AGREEMENT (the “Agreement”) is entered into as of January 17, 2014, by and among the Persons set forth on Exhibit B hereto (individually, a “Second Priority Secured Creditor” and collectively, the “Second Priority Creditors”), the Persons set forth on Exhibit C hereto (individually, a “Third Priority Secured Creditor” and collectively, the “Third Priority Creditors”), and U.S. Dry Cleaning Services Corporation, a Delaware corporation (“Maker”).
AMENDED AND RESTATED REORGANIZATION AGREEMENTReorganization Agreement • September 2nd, 2014 • US Dry Cleaning Services Corp • Services-personal services • California
This Amended and Restated Reorganization Agreement (this “Agreement”), dated as of August 26, 2014, is made by and among U.S. Dry Cleaning Services Corporation, a Delaware corporation (the “Company”), Setal 1, LLC, Setal 2, LLC, Setal 3, LLC, Setal 4, LLC, Setal 5, LLC and Setal 6, LLC (collectively, “Setals 1-6”), Setal 7, LLC (“Setal 7”), Setal 8 Trust (“Setal 8”), Setal 9 Trust (“Setal 9”), Setal 10 Trust (“Setal 10”), Setal 11, LLC (“Setal 11”), Park Place Services (“Park Place” and together with Setals 1-6, Setal 7, Setal 8, Setal 9, Setal 10 and Setal 11, the “Setal Entities”), and the holders of the Company’s 10% Subordinated Secured Convertible Debentures listed on Exhibit A-1, attached hereto (“Other Subordinated Debenture Holders” and together with Setals 1-6, the “Subordinated Debenture Holders”).
EXCHANGE AGREEMENTExchange Agreement • September 2nd, 2014 • US Dry Cleaning Services Corp • Services-personal services • California
THIS EXCHANGE AGREEMENT (this “Agreement”), dated effective as of as of July 23, 2014, is made by and among U.S. Dry Cleaning Services Corporation, a Delaware corporation (the “Company”), and each of the holders identified on the signature pages hereto (each a “Holder” and collectively, the “Holders”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 2nd, 2014 • US Dry Cleaning Services Corp • Services-personal services
This ASSET PURCHASE AGREEMENT (the “Agreement”) is made as of August 25, 2014 (“Effective Date”), by and among U.S. Dry Cleaning Services Corporation, a Delaware corporation (“Buyer”), Advent Cleaners, LLC, a Nevada limited liability company (“Seller”) and wholly-owned subsidiary of World Cleaners, LLC, a Delaware limited liability company (“World Cleaners”), and Steve S. Hong, the majority owner of World Cleaners (“Owner”). World Cleaners is a party to this Agreement solely with regard to Sections 5.3 (Negotiation with Others) and Section 6.5 (Non-Competition, Non-Solicitation and Confidentiality). Certain other capitalized terms used in this Agreement are defined in Exhibit A attached hereto.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 2nd, 2014 • US Dry Cleaning Services Corp • Services-personal services • California
This Registration Rights Agreement (this “Agreement”) is made and entered into as of date set forth on the signature page hereto by and between U.S. Dry Cleaning Services Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”) effective as of the date this Agreement is executed by the Company.
AMENDMENT TO NOTE EXCHANGE AGREEMENTNote Exchange Agreement • September 2nd, 2014 • US Dry Cleaning Services Corp • Services-personal services
This Amendment (this “Amendment”), effective as of January 21, 2014 (the “Effective Date”), to that certain Note Exchange Agreement, dated as of August 2, 2012 (the “Note Exchange Agreement”), is made by and between U.S. Dry Cleaning Services Corporation, a Delaware corporation (the “Company”), and Maxim Group, LLC (“Maxim”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Note Exchange Agreement.
10% SENIOR SECURED CONVERTIBLE DEBENTURE DUE MARCH 31, 2015Convertible Security Agreement • September 2nd, 2014 • US Dry Cleaning Services Corp • Services-personal services • California
THIS 10% SENIOR SECURED CONVERTIBLE DEBENTURE is a duly authorized and validly issued 10% Senior Secured Convertible Debenture of U.S. Dry Cleaning Services Corporation, a Delaware corporation (the “Company”), having its principal place of business at 20250 Acacia Street, Suite 230, Newport Beach, CA 92660, that serves to document the investment by Holder (as defined below) used by the Company to repurchase and/or restructure certain previously existing debt instruments (the “Refinancing Debenture”).
AMENDMENT TO DEBENTUREDebenture Amendment • September 2nd, 2014 • US Dry Cleaning Services Corp • Services-personal services
This Amendment to Debenture (this “Amendment”), dated as of January 17, 2014, is made by and between U.S. Dry Cleaning Services Corporation, a Delaware corporation (the “Company”), and Setal 10 Trust (“Setal 10”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Debenture (as defined below).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • September 2nd, 2014 • US Dry Cleaning Services Corp • Services-personal services • California
This Note Purchase Agreement (the “Agreement”), is made and entered into as of August 8, 2012 (the “Effective Date”), by and among Maxim Group, LLC (the “Holder”) and U.S. Dry Cleaning Services Corporation (the “Company”).
NOTE EXCHANGE AGREEMENTNote Exchange Agreement • September 2nd, 2014 • US Dry Cleaning Services Corp • Services-personal services • California
This Exchange Agreement (the “Agreement”), is made and entered into as of October 3, 2012 (the “Effective Date”), by and between U.S. Dry Cleaning Services Corporation (the “Company”) and C.T. Moffitt & Company (the “Holder”).
AMENDMENT TO DEBENTUREDebenture Amendment • September 2nd, 2014 • US Dry Cleaning Services Corp • Services-personal services
This Amendment to Debenture (this “Amendment”), dated as of March 20, 2014, is made by and between U.S. Dry Cleaning Services Corporation, a Delaware corporation (the “Company”), and Setal 9 Trust (“Setal 9”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Debenture (as defined below).
NOTE EXCHANGE AGREEMENTNote Exchange Agreement • September 2nd, 2014 • US Dry Cleaning Services Corp • Services-personal services • California
This Exchange Agreement (the “Agreement”), is made and entered into as of August 8, 2012 (the “Effective Date”), by and between U.S. Dry Cleaning Services Corporation (the “Company”) and INTL Provident Group (the “Holder”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 2nd, 2014 • US Dry Cleaning Services Corp • Services-personal services • New York
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of August 16, 2013 (the “Effective Date”) between PARK PLACE SERVICES (“Holder”), and U.S. DRY CLEANING SERVICES CORPORATION, a Delaware corporation (“Maker”), provides the terms on which Holder shall lend to Maker and Maker shall repay Holder. The parties agree as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 2nd, 2014 • US Dry Cleaning Services Corp • Services-personal services • California
This Securities Purchase Agreement (the “Agreement”), is made and entered into as of September 9, 2013 (the “Effective Date”), by and between Wattles Capital Management, LLC (“Holder”), Setal 10 Trust (“Purchaser”) and U.S. Dry Cleaning Services Corporation (the “Company”).
NOTE EXCHANGE AGREEMENTNote Exchange Agreement • September 2nd, 2014 • US Dry Cleaning Services Corp • Services-personal services • California
This Exchange Agreement (the “Agreement”), is made and entered into as of August 2, 2012 (the “Effective Date”), by and between U.S. Dry Cleaning Services Corporation (the “Company”) and Maxim Group, LLC (the “Holder”).
EQUITY EXCHANGE AGREEMENTEquity Exchange Agreement • September 2nd, 2014 • US Dry Cleaning Services Corp • Services-personal services • California
This Equity Exchange Agreement (the “Agreement”) is made effective as of September 11, 2012 (the “Effective Date”), and is entered into by and among Wolf, Rifkin, Shapiro, Shulman & Rabkin, LLP, a California limited liability partnership (“Holder”), and U.S. Dry Cleaning Services Corporation, a Delaware Corporation (the “Company”).
LOAN AGREEMENTLoan Agreement • September 2nd, 2014 • US Dry Cleaning Services Corp • Services-personal services
THIS LOAN AGREEMENT (this “Agreement”) dated as of March 21, 2013 (the “Effective Date”) between SETAL 10 TRUST (“Holder”), and U.S. DRY CLEANING SERVICES CORPORATION, a Delaware corporation (“Maker”), provides the terms on which Holder shall lend to Maker and Maker shall repay Holder. The parties agree as follows:
NOTE EXCHANGE AGREEMENTNote Exchange Agreement • September 2nd, 2014 • US Dry Cleaning Services Corp • Services-personal services • California
This Note Exchange Agreement (the “Agreement”) is made effective as of September 24, 2012 (the “Effective Date”), and is entered into by and between U.S. Dry Cleaning Services Corporation, a Delaware corporation (the “Company”), and Duane Morris LLP (“Holder”).
CONFIRMATION OF ASSIGNMENTConfirmation of Assignment • September 2nd, 2014 • US Dry Cleaning Services Corp • Services-personal services • California
This Confirmation of Assignment (the “Agreement”) is made effective as November 16, 2012 (the “Effective Date”), and is entered into by and between U.S. Dry Cleaning Services Corporation, a Delaware Corporation (the “Company”) and Setal 8 Trust (“Assignee”).
NOTE EXCHANGE AGREEMENTNote Exchange Agreement • September 2nd, 2014 • US Dry Cleaning Services Corp • Services-personal services • California
This Note Exchange Agreement (the “Agreement”) is made effective as of September 11, 2012 (the “Effective Date”), and is entered into by and between U.S. Dry Cleaning Services Corporation, a Delaware corporation (the “Company”), and Wolf, Rifkin, Shapiro, Shulman & Rabkin, LLP, a California limited liability partnership (“Holder”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 2nd, 2014 • US Dry Cleaning Services Corp • Services-personal services • California
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the July 23, 2014, by and between U.S. Dry Cleaning Services Corporation, a Delaware corporation (“the Company”), and Alex M. Bond (“Employee”).
10% SUBORDINATED SECURED CONVERTIBLE DEBENTUREConvertible Security Agreement • September 2nd, 2014 • US Dry Cleaning Services Corp • Services-personal services • California
THIS 10% SUBORDINATED SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 10% Subordinated Secured Convertible Debentures of U.S. Dry Cleaning Services Corporation, a Delaware corporation (the “Company”), having its principal place of business at 4040 MacArthur Blvd., Suite 305, Newport Beach, CA 92660, designated as its 10% Subordinated Secured Convertible Debenture (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
AMENDMENT TO DEBENTURES, REGISTRATION RIGHTS AGREEMENT AND TRANSACTION DOCUMENTSDebentures, Registration Rights Agreement and Transaction Documents • September 2nd, 2014 • US Dry Cleaning Services Corp • Services-personal services
This Amendment to Debentures, Registration Rights Agreement and Transaction Documents (this “Amendment”), dated as of September 27, 2012, is made by and between U.S. Dry Cleaning Services Corporation, a Delaware corporation (the “Company”), and the undersigned (the “Investor”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement (as defined below).
AMENDMENT TO DEBENTUREDebenture Amendment • September 2nd, 2014 • US Dry Cleaning Services Corp • Services-personal services
This Amendment to Debenture (this “Amendment”), dated as of March 20, 2014, is made by and between U.S. Dry Cleaning Services Corporation, a Delaware corporation (the “Company”), and Setal 10 Trust (“Setal 10”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Debenture (as defined below).
AMENDMENT TO DEBENTURES, REGISTRATION RIGHTS AGREEMENT AND TRANSACTION DOCUMENTSDebentures, Registration Rights Agreement and Transaction Documents • September 2nd, 2014 • US Dry Cleaning Services Corp • Services-personal services
This Amendment to Debentures, Registration Rights Agreement and Transaction Documents (this “Amendment”), dated as of September 27, 2012, is made by and between U.S. Dry Cleaning Services Corporation, a Delaware corporation (the “Company”), and the undersigned (the “Investor”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement (as defined below).
AMENDMENT TO DEBENTUREDebenture Amendment • September 2nd, 2014 • US Dry Cleaning Services Corp • Services-personal services
This Amendment to Debenture (this “Amendment”), dated as of January 17, 2014, is made by and between U.S. Dry Cleaning Services Corporation, a Delaware corporation (the “Company”), and Setal 9 Trust (“Setal 9”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Debenture (as defined below).
