UNDERWRITING AGREEMENTUnderwriting Agreement • April 20th, 2007 • Us Dry Cleaning Corp • Services-personal services • California
WARRANT AGENCY AGREEMENTWarrant Agency Agreement • April 20th, 2007 • Us Dry Cleaning Corp • Services-personal services • Delaware
THIS WARRANT AGREEMENT (the “Agreement”), dated as of the __ day of __________, 2007, is entered into by and between U.S. Dry Cleaning Corporation, a Delaware corporation, (hereinafter called the “Company”) and Interwest Transfer Company, Inc., (hereinafter called “Warrant Agent”).
UNDERWRITERS’ WARRANT AGREEMENTUnderwriters’ Warrant Agreement • April 20th, 2007 • Us Dry Cleaning Corp • Services-personal services • California
THIS UNDERWRITER’S WARRANT AGREEMENT (the “Agreement”), dated as of [DATE], is made and entered into by and between U.S. Dry Cleaning Corporation, a Delaware corporation (the “Company”) and US EURO Securities, Inc., a California Corporation (the “Underwriter” and, once it has received the Warrants, the “Warrantholder”).
ESCROW AGREEMENTEscrow Agreement • April 20th, 2007 • Us Dry Cleaning Corp • Services-personal services • California
This Escrow Agreement (the “Agreement”) is dated as of _____________, 2007 and is made by and among Palm Desert National Bank (the “Escrow Agent”), US Euro Securities, Inc., a California Corporation (the “Underwriter”), and U.S. Dry Cleaning Corporation, a Delaware corporation (the “Company”).
TERMINATION AGREEMENTTermination Agreement • April 20th, 2007 • Us Dry Cleaning Corp • Services-personal services • California
THIS TERMINATION AGREEMENT (“Agreement”) is made and effective this 19th day of April, 2007 (“Effective Date”) by and between U.S. Dry Cleaning Corporation, a Delaware corporation (“U.S. Dry Cleaning”) and Marino Capital Partners, Inc., a California corporation (“MCP”). U.S. Dry Cleaning and MCP shall sometimes be referred to individually as the “Party” and collectively as the “Parties.” Capitalized terms not defined in this Agreement shall have the meanings ascribed to them in the Engagement Agreement described below.
Subscription AgreementSubscription Agreement • April 20th, 2007 • Us Dry Cleaning Corp • Services-personal services
To U.S. Dry Cleaning Corporation: I/we hereby subscribe for units of securities, each unit consisting of one share of common stock and one redeemable warrant to purchase one share of common stock, of U.S. Dry Cleaning Corporation (the “Company”), in the amounts and name(s) shown below. The signature(s) affixed below acknowledge(s) that I/we have received the Prospectus dated [________________].
a Delaware corporation Maximum Offering of 3,000,000 Units Minimum Offering of 1,500,000 Units Each Unit Consisting of One Share of Common Stock and One Redeemable Common Stock Purchase Warrant SELECTED DEALER AGREEMENTSelected Dealer Agreement • April 20th, 2007 • Us Dry Cleaning Corp • Services-personal services
