REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 26th, 2006 • Us Dry Cleaning Corp • Computer communications equipment • California
This Registration Rights Agreement (“Agreement”) is entered into as of December _, 2006 by and among U.S. Dry Cleaning Corporation, a Delaware corporation (the “Company”), and Craig M. Rankin, as agent for himself and the other Holders (the “Lead Investor”) of the Company’s Series A Convertible Debentures pursuant to that certain Subscription Agreement of even date herewith (the “Subscription Agreement”) and named in Exhibit A hereto.
SERIES A CONVERTIBLE DEBENTUREConvertible Debenture • December 26th, 2006 • Us Dry Cleaning Corp • Computer communications equipment • California
AGREEMENT AND PLAN OF MERGER BY AND AMONG U.S. DRY CLEANING CORPORATION, CLEANERS CLUB, INC., CLEANERS CLUB ACQUISITION SUB, INC., AND RIAZ CHAUTHANI December 21, 2006Merger Agreement • December 26th, 2006 • Us Dry Cleaning Corp • Computer communications equipment • California
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 21, 2006, by and among U.S. Dry Cleaning Corporation, a Delaware corporation (“Parent”), Cleaners Club Acquisition Sub, Inc., a California corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Cleaners Club, Inc., a California corporation (the “Company”), and, solely for the purposes of ARTICLE IX and ARTICLE X of this Agreement, Riaz Chauthani, the sole shareholder of the Company (“Sole Shareholder”).
