SECURITY AGREEMENTSecurity Agreement • September 29th, 2011 • US Dry Cleaning Services Corp • Services-personal services • California
THIS SECURITY AGREEMENT (this “Agreement”), is made by and among U.S. Dry Cleaning Services Corporation, a Delaware corporation (the “Company”), the holders of the Company’s 10% Senior Secured Original Issue Discount Convertible Debentures due September 23, 2013 (collectively, the “Debentures”) and the holders of the Company’s 10% Senior Secured Promissory Notes due September 23, 2013 (collectively, the “Professional Notes”), each a signatory hereto whether by execution of this Agreement or Annex A to this Agreement, their endorsees, transferees and assigns (collectively, the “Secured Parties”), and Lester E. Taylor, Jr., as collateral agent (the “Agent”), effective as of the date this Agreement is executed by the Company (the “Effective Date”) as evidenced by the date affixed to the signature pages annexed hereto.
10% SENIOR SECURED ORIGINAL ISSUE DISCOUNT CONVERTIBLE DEBENTURE DUE SEPTEMBER 23, 2013Security Agreement • September 29th, 2011 • US Dry Cleaning Services Corp • Services-personal services • California
THIS 10% SENIOR SECURED ORIGINAL ISSUE DISCOUNT CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 10% Senior Secured Original Issue Discount Convertible Debentures of U.S. Dry Cleaning Services Corporation, a Delaware corporation (the “Company”), having its principal place of business at 4040 MacArthur Blvd., Suite 305, Newport Beach, CA 92660, designated as its 10% Senior Secured Original Issue Discount Convertible Debenture due September 23, 2013 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 29th, 2011 • US Dry Cleaning Services Corp • Services-personal services • California
COMMON STOCK PURCHASE WARRANTUS Dry Cleaning Services Corp • September 29th, 2011 • Services-personal services
THIS COMMON STOCK PURCHASE WARRANT (“Warrant”) certifies that, for value received, _____________________ (“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 earlier of (i) closing date of the Subsequent Public Offering or (ii) 9 months after the Plan Effective Date (the “Initial Exercise Date”) and on or prior to the 5th 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 [______]1 shares (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).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 29th, 2011 • US Dry Cleaning Services Corp • Services-personal services • California
This Registration Rights Agreement (this “Agreement”) is made and entered into as of date set forth on the signature page hereto by and between U.S. Dry Cleaning Services Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”) effective as of the date this Agreement is executed by the Company.
