COMMON STOCK PURCHASE WARRANTU.S. Dry Cleaning Services Corp • October 6th, 2014 • Services-personal services • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Maxim Partners LLC or its assigns (the “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 date that is 180 days from the effective date of the Registration Statement (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year 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 shares (as subject to adjustment hereunder, 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).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 6th, 2014 • U.S. Dry Cleaning Services Corp • Services-personal services • California
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of June 30, 2014 (the “Effective Date”) by and among the TAYLOR FAMILY TRUST (“TFT”) and WILSON FAMILY TRUST (“WFT”) on the one hand (each a “Holder” and together the “Holders”), and U.S. DRY CLEANING SERVICES CORPORATION, a Delaware corporation (“Maker”) on the other, provides the terms on which Holders shall lend to Maker and Maker shall repay Holders. The parties agree as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 6th, 2014 • U.S. Dry Cleaning Services Corp • Services-personal services • California
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 17, 2014 (the “Effective Date”) by and between U.S. Dry Cleaning Services Corporation, a Delaware corporation (the “Company”), and Setal 9 Trust (“Setal 9”) and Setal 10 Trust (“Setal 10” and together with Setal 9 each, including their successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
UNDERWRITING AGREEMENTUnderwriting Agreement • October 6th, 2014 • U.S. Dry Cleaning Services Corp • Services-personal services • New York
It is understood and agreed by the Company and the Underwriters that the purchase and acquisition (the “Acquisition”) by the Company of Advent Cleaners, LLC’s right, title and interest in the assets set forth in the Acquisition Documents shall be consummately immediately preceding the First Closing Date of the Offering. For purposes of this Agreement, the “Acquisition Documents” shall mean the Asset Purchase Agreement filed as Exhibit 2.1 to the Registration Statement (as defined below).
and INTERWEST TRANSFER CO., INC., WARRANT AGREEMENT Dated as of [ ], 2014Warrant Agreement • October 6th, 2014 • U.S. Dry Cleaning Services Corp • Services-personal services • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2014 is by and between U.S. Dry Cleaning Services Corporation, a Delaware corporation (the “Company”), and Interwest Transfer Co., Inc., a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
