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 assigned the rights by
the party to, the trademark licenses listed on Schedule 1 annexed hereto; and
WHEREAS, Grantor, Seacoast Capital Partners Limited Partnership,
Pacific Mezzanine Fund, L.P. and Tangent Growth Fund, L.P. (collectively,
"Grantee"), are parties to that certain Note Purchase Agreement dated as of the
date hereof (as amended, modified and in effect from time to time, the "Note
Purchase Agreement"), providing for extensions of credit to be made by Grantee
to Grantor; and
WHEREAS, pursuant to the terms of the Note Purchase Agreement, Grantor
has granted to Grantee a security interest in all of the assets of Grantor
including all right, title and interest of Grantor in, to and under all now
owned and hereafter acquired trademarks, together with the goodwill of the
business symbolized by Grantor's trademarks, and all proceeds thereof, to secure
the payment of all amounts owing by Grantor under the Note Purchase Agreement
including, without limitation, the Senior Obligations (as defined in the Note
Purchase Agreement);
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Grantor does hereby grant to
Grantee a continuing security interest in all of Grantor's right, title and
interest in, to and under the following (all of the following items or types of
property being herein collectively referred to as the "Trademark Collateral"),
whether presently existing or hereafter created or acquired:
(1) each trademark, trademark registration and trademark
application, including, without limitation, the trademarks,
trademark registrations (together with any reissues,
continuations or extensions thereof) and trademark
applications referred to in Schedule 1 annexed hereto, and all
of the goodwill of the business connected with the use of, and
symbolized by, each trademark, trademark registration and
trademark application;
(2) each trademark license and all of the goodwill of the
business connected with the use of, and symbolized by, each
trademark license; and
(3) all products and proceeds of the foregoing, including,
without limitation, any claim by Grantor against third parties
for past, present or future (a) infringement or dilution of
any trademark or trademark registration including, without
limitation, the trademarks and trademark registrations
referred to in Schedule 1 annexed hereto, the trademark
registrations issued with respect to the trademark
applications referred in Schedule 1 and the trademarks
licensed under any trademark license, or (b) injury to the
goodwill associated with any trademark, trademark registration
or trademark licensed under any trademark license.
This security interest is granted in conjunction with the security
interests granted to Grantee pursuant to the Note Purchase Agreement. Grantor
hereby acknowledges and affirms that the rights and remedies of Grantee with
respect to the security interest in the Trademark Collateral made and granted
hereby are more fully set forth in the Note Purchase Agreement, the terms and
provisions of which are incorporated by reference herein as if fully set forth
herein.
IN WITNESS WHEREOF, Grantor , through its duty authorized officer, has
caused this Trademark Security Agreement to be executed as of the 31st day of
March, 1999.
GRANTOR:
VALUESTAR, INC.
By: /s/ XXXXX XXXXX
Name: Xxxxx Xxxxx
Title: President and Chief Executive Officer
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Acknowledged, agreed and accepted as
of the date hereof:
GRANTEE:
SEACOAST CAPITAL PARTNERS
LIMITED PARTNERSHIP
By: Seacoast Capital Corporation,
its general partner
By: /s/ XXXXXXX X. XXXXXXX
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
PACIFIC MEZZANINE FUND, L.P., a
limited partnership
By: Pacific Private Capital
its general partner
By: /s/ XXXXX XXXXXXXX
Name: Xxxxx Xxxxxxxx
Title: General Partner
TANGENT GROWTH FUND, L.P.
By: Tangent Fund Management LLC
its general partner
By: /s/ XXXX X. XXXXXX
Name: Xxxx X. Xxxxxx
Title: Vice President
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