0001019687-07-001531 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • May 18th, 2007 • Us Dry Cleaning Corp • Services-personal services • California
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WARRANT AGENCY AGREEMENT
Warrant Agency Agreement • May 18th, 2007 • Us Dry Cleaning Corp • Services-personal services • Delaware

THIS WARRANT AGREEMENT (the “Agreement”), dated as of the 14th day of May, 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 AGREEMENT
Underwriters’ Warrant Agreement • May 18th, 2007 • Us Dry Cleaning Corp • Services-personal services • California

THIS UNDERWRITER’S WARRANT AGREEMENT (the “Agreement”), dated as of May 14, 2007, 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 AGREEMENT
Escrow Agreement • May 18th, 2007 • Us Dry Cleaning Corp • Services-personal services • California

This Escrow Agreement (the “Agreement”) is dated as of May 14, 2007 and is made by and between 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”).

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