10% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE January 27, 2017Convertible Security Agreement • February 4th, 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 January 27, 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.
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”).
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”).
