such
prohibition without invalidating the remaining provisions hereof or thereof. The
Agreement and the Security Agreement and Guarantee embody the entire; Agreement
between Borrower, Owner/Guarantor and OLD MAIN CAPITAL, LLC and supersede all
prior agreements and understandings relating to the subject matter hereof.
4.10 JURY TRIAL WAIVER. TO THE EXTENT PERMITTED BY APPLICABLE LAW. THE PARTIES
HERETO WAIVE TRIAL BY JURY IN ANY COURT IN ANY SUIT, ACTION OR PROCEEDING ON ANY
MATTER ARISING IN CONNECTION WITH OR IN ANY WAY RELATED TO THE TRANSACTIONS OF
WHICH THIS AGREEMENT AND THE SECURITY AGREEMENT AND GUARANTY IS A PART OR THE
ENFORCEMENT HEREOF OR THEREOF. THE PARTIES HERETO ACKNOWLEDGE THAT EACH MAKES
THIS WAIVER KNOWINGLY, WILLINGLY AND VOLUNTARILY AND WITHOUT DURESS, AND ONLY
AFTER EXTENSIVE CONSIDERATION OF THE RAMIFICATIONS OF THIS WAIVER WITH THEIR
ATTORNEYS.
4.11 CLASS ACTION WAIVER. THE PARTIES HERETO WAIVE ANY RIGHT TO ASSERT ANY
CLAIMS AGAINST THE OTHER PARTY AS A REPRESENTATIVE OR MEMBER IN ANY CLASS OR
REPRESENTATIVE ACTION, EXCEPT WHERE SUCH WAIVER IS P'ROHIBITED BY LAW AGAINST
PUBLIC POLICY. TO THE EXTENT ANY PARTY IS PERMITTED BY LAW OR COURT OF LAW TO
PROCEED WITH A CLASS OR REPRESENTATIVE ACTION AGAINST ANOTHER PARTY. THE PARTIES
HEREBY AGREE THAT:(1) THE PREVAILING PARTY SHALL NOT BE ENTITLED TO RECOVER
ATTORNEYS' FEES OR COSTS ASSOCIATED WITH PURSUING THE CLASS OR REPRESENTATIVE
ACTION (NOT WITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT OR THE SECURITY
AGREEMENT AND GUARANTY); AND (2) THE PARTY WHO INITIATES OR PARTICIPATES AS A
MEMBER OF THE CLASS WILL NOT SUBMIT A CLAIM OR OTHERWISE PARTICIPATE IN ANY
RECOVERY SECURED THROUGH THE CLASS OR REPRESENTATIVE ACTION.
4.12 Facsimile and PDF Acceptance. Facsimile and PDF signatures shall be
deemed acceptable for all purposes.
Agreement Date February 26, 2016
SECURITY AGREEMENT AND GUARANTY
BORROWER INFORMATION
Borrower (Business Name): EPIC STORES, LLC D/B/A Epic Thrift Stores
owner (Guarantor): Epic Stores Corp.,a Nevada Corporation
Type of entity: Limited Liability Company State of incorporation/organization:
Nevada Date business started: 2011 Business Address: 20805 N 19th Avenue - Suite
2
City: Phoenix state: Arizona Zip: 85027 Federal#: 38-3955110
SECURITY AGREEMENT
Security interest To secure Borrower's payment and performance obligations to
OLD MAIN CAPITAL, LLC' and its affiliates or participants under the Loan
Agreement (the Loan Agreement"), Borrower hereby grants to OLD MAIN CAPITAL, LLC
a security interest in (a) all accounts, chattel paper ,cash, deposit accounts,
documents, equipment, general intangibles, inventory, inventory, or investment
property, as those terms an: defined in Article 9 of the Uniform Commercial Code
of the State of Virginia as amended (the "UCC"), now or hereafter owned or
acquired by Borrower; and (b) all proceeds, as that term is defined in Article 9
of the UCC (a and b collectively the "Collateral"),
Cross-Collateral. To secure: Guarantor's payment and performance obligation. to
OLD MAIN CAPITAL, LLC (and its participants) under this Security Agreement and
Guaranty (the "Agreement"), Guarantor hereby agents OLD MAIN CAPITAL, LLC, and
its affiliates, a security interest in (the "Additional Collateral"). Guarantor
understands that OLD MAIN CAPITAL,