THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is dated effective as of September 14, 2000 (the "Effective Date") by and among (i) the purchasers of certain Series C Convertible Preferred Stock and warrants to purchase common stock of the...Registration Rights Agreement • September 29th, 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 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
ARTICLE 1Non-Qualified Stock Option Agreement • May 3rd, 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 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 10.29 January 25, 2000 CONSULTING AND FINANCIAL COMMUNITY RELATIONS AGREEMENT FOR VALUESTAR CORPORATION This Consulting and Financial Community Relations Agreement (the "Agreement") is entered into as of January 25, 2000 between ValueStar...Consulting Agreement • September 21st, 2001 • Valuestar Corp • Services-personal services • New York
Lock-Up Agreement July 20, 1995Lock-Up Agreement • May 29th, 1997 • Valuestar Corp
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 4.31 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
VALUESTAR CORPORATION THIRD AMENDED AND WAIVER OF INVESTORS RIGHTS AGREEMENTInvestors Rights Agreement • February 5th, 2001 • Valuestar Corp • 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
EXHIBIT 10.23.2 FORBEARANCE AGREEMENT AND RESTRUCTURE AGREEMENT THIS FORBEARANCE AGREEMENT AND RESTRUCTURE AGREEMENT (the "Agreement") dated as of May 15, 2001 is made by and between VALUESTAR, INC., a California corporation ("Borrower") and...Forbearance Agreement • May 29th, 2001 • Valuestar Corp • Services-personal services • Illinois
99Davric#1 "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...Stock Purchase Warrant • September 23rd, 1999 • Valuestar Corp • Services-personal services • California
VALUESTAR CORPORATION FIRST AMENDED REGISRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 5th, 2001 • Valuestar Corp • Services-personal services
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
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...Note • May 21st, 1998 • Valuestar Corp • Services-personal services
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 4.23 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
NUMBER _____ SHARES_____________ INCORPORATED UNDER THE LAWS OF THE STATE OF COLORADO COMMON STOCK This Certifies that ___________________________________________ is the owner of ______________________ FULLY PAID AND NON-ASSESSABLE SHARES OF THE...Stock Certificate • May 29th, 1997 • Valuestar Corp
This Certifies that ___________________________________________ is the owner of ______________________ FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $0.00025 PAR VALUE, OF VALUESTAR CORPORATION (hereinafter called the "Corporation"), transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are issued and shall be held subject to all the provisions of the Certificate of Incorporation, as amended, and the Bylaws of the Corporation, as amended (copies of which are on file at the office of the Transfer Agent), to all of which the holder of this Certificate by acceptance hereof assents. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. Witness the facsimile seal of the Corporation nad the facsimile signatures of its duly authorized officers.
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 4.26 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...Series a Preferred Stock Purchase Agreement • September 23rd, 1999 • Valuestar Corp • Services-personal services • California
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...Warrant Agreement • February 9th, 1999 • Valuestar Corp • Services-personal services
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...Series B Preferred Stock Purchase Agreement • December 13th, 1999 • Valuestar Corp • Services-personal services • California
RECITALSFinder's Agreement • September 21st, 2001 • Valuestar Corp • Services-personal services • New York
LESSEE/OFFEROR AMPLICON, INC. OFFER: ACCEPTANCE:Lease Agreement • September 25th, 2000 • Valuestar Corp • Services-personal services • California
EXHIBIT 4.15 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...Stock Purchase Warrant • October 27th, 1998 • Valuestar Corp • Services-personal services
EXHIBIT 4.33 VALUESTAR CORPORATION SERIES C PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT September 14, 2000 SERIES C PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT THIS SERIES C PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT (the "Agreement") is...Series C Preferred Stock and Warrant Purchase Agreement • September 29th, 2000 • Valuestar Corp • Services-personal services • California
EXHIBIT 4.18 SENIOR NOTESenior Note • April 14th, 1999 • Valuestar Corp • Services-personal services
This note is the Senior Subordinated Note referred to in the Note Purchase Agreement dated the date hereof by and between the undersigned and Purchaser (the "Purchase Agreement"). Capitalized terms used in this note are defined in the Purchase Agreement, unless otherwise expressly stated herein. This note is entitled to the benefits of the Purchase Agreement and is subject to all of the agreements, terms and conditions contained therein, all of which are incorporated herein by this reference. This note may not be prepaid, in whole or in part, except in accordance with the terms and conditions set forth in the Purchase Agreement.
EXHIBIT 3.4 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...Stock Purchase Warrant • May 29th, 1997 • Valuestar Corp
EXHIBIT 6.4 EMPLOYMENT AGREEMENT This Agreement, entered into on the 27 day of June, 1992 (the "Agreement") by and between CARSON CAPITAL CORPORATION, a Colorado corporation with its principal office in Alameda, California (the "Company") and JAMES...Employment Agreement • May 29th, 1997 • Valuestar Corp • California
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...Stock Purchase Warrant • May 15th, 2001 • Valuestar Corp • 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...Office Lease • May 29th, 1997 • Valuestar Corp
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")...Strategic Development and Marketing Agreement • February 14th, 2001 • Valuestar Corp • Services-personal services • California
