agent of the Investor)
By: ____________________
Signature
_______________________
Print Name and Title of Authorized
Signatory (if Investor is not an individual)
16
SCHEDULE "B"
THE SECURITIES REPRESENTED HEREBY HAVE BEEN ISSUED IN AN OFFSHORE TRANSACTION TO
PERSONS WHO ARE NOT IN THE UNITED STATES OR U.S. PERSONS (AS DEFINED HEREIN) AND
ARE NOT PURCHASING FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS PURSUANT TO
REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"1933 ACT").
NONE OF THE SECURITIES REPRESENTED HEREBY, AND NONE OF THE SECURITIES INTO WHICH
SUCH SECURITIES ARE CONVERTIBLE, HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY
U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED HEREIN)
EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT,
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT
TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE
WITH APPLICABLE U.S. STATE AND FOREIGN SECURITIES LAWS. HEDGING TRANSACTIONS
INVOLVING THE SECURITIES AND THE SECURITIES INTO WHICH THESE SECURITIES ARE
CONVERTIBLE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT.
WARRANT CERTIFICATE
EPIC STORES CORP.
THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT THE TIME OF EXPIRY (AS
DEFINED HEREIN).
Warrant Certificate No.:
Number of Warrants:
This is to certify that, for value received, EPIC STORES FUNDING CORP., of 20805
North 19th Avenue, #2, Phoenix, AZ 85027 (the "Holder"), is the registered
holder of [NUMBER] () share purchase warrants (each, a "Warrant") of EPIC STORES
CORP. (the "Issuer"). Each Warrant will entitle the Holder, upon and subject to
the terms and conditions attached to this certificate or any replacement
certificate (in either case the "Warrant Certificate") as Appendix "A" (the
"Terms and Conditions"), to acquire from the Issuer one fully paid and
non-assessable share of common stock in the capital of the Issuer (each, a
"Warrant Share") at a price of $1.02 per Share at any time prior to 5:00 p.m.
(Pacific time) on , 2018 (the "Time of Expiry").
The Warrants are issued subject to the Terms and Conditions, and the Holder may
exercise the right to purchase Warrant Shares only in accordance with the Terms
and Conditions.
Nothing contained herein or in the Terms and Conditions will confer any right
upon the Holder or any other Person (as defined in the Terms and Conditions) to
subscribe for or purchase any Warrant Shares at any time subsequent to the Time
of Expiry, and from and after the Time of Expiry the Warrants and all rights
under this Warrant Certificate will be void and of no value.
IN WITNESS WHEREOF the Issuer has caused this Warrant Certificate to be executed
this ________ day of __________________, 2016.
EPIC STORES CORP.
Per: __________________