EXHIBIT 4.28 VALUESTAR CORPORATION SERIES B PREFERRED STOCK PURCHASE AGREEMENT December 8, 1999 SERIES B PREFERRED STOCK PURCHASE AGREEMENT THIS SERIES B PREFERRED STOCK PURCHASE AGREEMENT (the "Agreement") is dated for reference purposes only as of...Purchase Agreement • December 13th, 1999 • Valuestar Corp • Services-personal services • California
EXHIBIT 10.21.1 THE SECURITIES TO WHICH THIS AGREEMENT RELATES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED IN REGULATIONS)...Stock Option Agreement • September 25th, 2000 • Valuestar Corp • Services-personal services • California
EXHIBIT 4.22 SECURITY AGREEMENT THIS SECURITY AGREEMENT is dated as of March 31, 1999 and entered into by and between ValueStar, Inc., a California corporation ("Borrower"), and Seacoast Capital Partners Limited Partnership, a Delaware limited...Security Agreement • April 14th, 1999 • Valuestar Corp • Services-personal services • California
EXHIBIT 10.25 PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED (BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT) AND HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2. SERVICE AGREEMENT (ValueStar) THIS SERVICE...Service Agreement • September 25th, 2000 • Valuestar Corp • Services-personal services • Arizona
ARTICLE 1Non-Qualified Stock Option Agreement • May 3rd, 2000 • Valuestar Corp • Services-personal services • California
EXHIBIT 4.17.2 SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT This Second Amendment to Note Purchase Agreement (this "Amendment"), dated as of December 8, 1999, is by and among VALueStar, INC., a California corporation (the "Company"), SEACOAST CAPITAL...Note Purchase Agreement • December 13th, 1999 • Valuestar Corp • Services-personal services • California
EXHIBIT 4.9 NOTE #97A- THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES LAWS, AND IS A "RESTRICTED SECURITY" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THIS...Valuestar Corp • February 12th, 1998 • Services-personal services • California
EXHIBIT 4.26 SERIES A PREFERRED STOCK PURCHASE AGREEMENT THIS SERIES A PREFERRED STOCK PURCHASE AGREEMENT (the "Agreement") is dated for reference purposes only as of July 21, 1999, by and between VALUESTAR CORPORATION, a Colorado corporation (the...Preferred Stock Purchase Agreement • September 23rd, 1999 • Valuestar Corp • Services-personal services • California
EXHIBIT 4.31 SECURITIES PURCHASE AGREEMENT Securities Purchase Agreement (the "Agreement"), dated effective as of March 24, 2000, by and among ValueStar Corporation, a Colorado corporation (the "Company"), and each of the purchasers set forth on the...Securities Purchase Agreement • May 3rd, 2000 • Valuestar Corp • Services-personal services • California
EXHIBIT 4.14 THIS WARRANT AND THE SHARES ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT OF 1933 ("ACT"), AND THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR...Valuestar Corp • September 21st, 1998 • Services-personal services
EXHIBIT 10.5 BROADLAKE PLAZA --------------- Office Lease 360 22nd Street, Oakland, CA 94612 (510) 832-7285 TABLE OF CONTENTS -----------------Office Lease • September 23rd, 1999 • Valuestar Corp • Services-personal services • California
EXHIBIT 4.19.4 THIRD AMENDMENT TO SHAREHOLDER AGREEMENT This THIRD AMENDMENT TO SHAREHOLDER AGREEMENT (this "Amendment") made as of September 14, 2000, by and among VALUESTAR CORPORATION, a Colorado corporation (the "Company"), SEACOAST CAPITAL...Shareholder Agreement • September 29th, 2000 • Valuestar Corp • Services-personal services • California
EXHIBIT 4.20.1 CONSENT AND AMENDMENT BY PURCHASERS OF SENIOR DEBT On March 31, 1999, the undersigned SEACOAST CAPITAL PARTNERS LIMITED PARTNERSHIP, a Delaware limited partnership ("Seacoast"), PACIFIC MEZZANINE FUND, L.P. a California limited...Valuestar Corp • May 29th, 2001 • Services-personal services
EXHIBIT 10.4 EMPLOYMENT AGREEMENT THIS AGREEMENT is entered into effective as of the 1st day of July, 1998, between VALUESTAR CORPORATION, a Colorado publicly traded corporation and/or its operating subsidiary (the "Company"), and James Stein...Employment Agreement • September 21st, 1998 • Valuestar Corp • Services-personal services • California
SIGNATURE PAGES TO FIRST AMENDMENT TO SERIES CC PREFERRED STOCK PURCHASE AGREEMENT AND AMENDMENT TO AMENDED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 29th, 2001 • Valuestar Corp • Services-personal services
VALUESTAR CORPORATION THIRD AMENDED AND WAIVER OF INVESTORS RIGHTS AGREEMENTRights Agreement • February 5th, 2001 • Valuestar Corp • Services-personal services
GENERAL ASSIGNMENT FOR THE BENEFIT OF CREDITORS THE GENERAL ASSIGNMENT FOR THE BENEFIT OF CREDITORS is made this 26th day of October, 2001, by and between Value Star, Inc., a California corporation, located at, in the City of Oakland, County of...Valuestar Corp • November 2nd, 2001 • Services-personal services
SECOND AMENDMENT TO SERIES CC PREFERRED STOCK PURCHASE AGREEMENT AND AMENDMENT TO AMENDED REGISTRATION RIGHTS AGREEMENTStock Purchase Agreement • September 21st, 2001 • Valuestar Corp • Services-personal services
RECITALSInvestors Rights Agreement • May 3rd, 2000 • Valuestar Corp • Services-personal services • California
EXHIBIT 4.20 WARRANT PURCHASE AGREEMENT WARRANT PURCHASE AGREEMENT (the "Agreement") made as of March 31, 1999, by and between VALUESTAR CORPORATION, a Colorado corporation, (the "Company"), Jim Stein, James A. Barnes and Jerry E. Polis (individually...Warrant Purchase Agreement • April 14th, 1999 • Valuestar Corp • Services-personal services • California
VALUESTAR CORPORATION EXHIBIT 4.11 NOTE SERIES 98N NOTE #98N-__ THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES LAWS, AND IS A "RESTRICTED SECURITY" AS THAT TERM...Valuestar Corp • May 21st, 1998 • Services-personal services
RECITALS'S Agreement • September 21st, 2001 • Valuestar Corp • Services-personal services • New York
THIS WAIVER AGREEMENT (this "Agreement") is dated effective as of July 21, 1999, by and among SEACOAST CAPITAL PARTNERS LIMITED PARTNERSHIP, a Delaware Limited Partnership ("Seacoast"), PACIFIC MEZZANINE FUND, L.P. a California limited partnership...Waiver Agreement • September 23rd, 1999 • Valuestar Corp • Services-personal services
EXHIBIT 4.39 "THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH THE DISTRIBUTION HEREOF. THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF...Valuestar Corp • May 15th, 2001 • Services-personal services • California
EXHIBIT 6.3.1 VALUESTAR CORPORATION --------------- Non-Statutory STOCK OPTION ---------------- Under the ValueStar Corporation 1992 Non-Statutory Stock Option Plan THIS NON-STATUTORY STOCK OPTION, dated as of ____________ (the "Date of Grant") is...Valuestar Corp • May 29th, 1997
EXHIBIT 4.23 TRADEMARK SECURITY AGREEMENT WHEREAS, ValueStar, Inc., a California corporation ("Grantor"), owns the trademarks, trademark registrations, and trademark applications listed on Schedule 1 annexed hereto, and is a party to, or has been...Trademark Security Agreement • April 14th, 1999 • Valuestar Corp • Services-personal services
12% PROMISSORY NOTE WITH NON-DETACHABLE STOCK PURCHASE WARRANTValuestar Corp • May 29th, 1997
Customer No. 1418 MASTER LOAN AND SECURITY AGREEMENT THIS AGREEMENT dated as of April 7, 2000, is made by Valuestar, Inc. (the "Borrower"), a California corporation having its principal place of business and chief executive office at 360 22nd Street,...Master Loan and Security Agreement • September 25th, 2000 • Valuestar Corp • Services-personal services • Illinois
EXHIBIT 4.16 98BR-__ THIS WARRANT AND THE SHARES ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT OF 1933 ("ACT"), AND THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR...Valuestar Corp • February 9th, 1999 • Services-personal services
EXHIBIT 10.28 STRATEGIC DEVELOPMENT AND MARKETING AGREEMENT BETWEEN FIRST DATA RESOURCES INC. AND VALUESTAR, INC. This STRATEGIC DEVELOPMENT AND MARKETING AGREEMENT ("Agreement") is made and entered into as of November 1, 2000 (the "Effective Date")...Development and Marketing Agreement • February 14th, 2001 • Valuestar Corp • Services-personal services • California
EXHIBIT 4.8 THIS WARRANT AND THE SHARES ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT OF 1933 ("ACT"), AND THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR...Valuestar Corp • February 12th, 1998 • Services-personal services
99F- __ "THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH THE DISTRIBUTION HEREOF. THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE...Valuestar Corp • April 14th, 1999 • Services-personal services • California
EXHIBIT 6.6 OFFICE LEASE ALMAR LTD. This Lease between BALLENA ISLE MARINA a California Limited Partnership ("Landlord", and, VALUE STAR, INC. a California corporation, ("Tenant"), Is dated July 14, 1995 1. LEASE OF PREMISES. In consideration of the...Valuestar Corp • May 29th, 1997
VALUESTAR CORPORATIONValuestar Corp • April 14th, 1999 • Services-personal services
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH THE DISTRIBUTION HEREOF. THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, OFFERED FOR SALE, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER OR EXEMPTION FROM SUCH ACT AND ALL APPLICABLE STATE SECURITIES LAWS.
VALUESTAR CORPORATION AMENDED AND RESTATED 12% PROMISSORY NOTE WITH NON- DETACHABLE STOCK PURCHASE WARRANTSValuestar Corp • September 21st, 1998 • Services-personal services
