EXHIBIT 4.21
FORM of A WARRANT
-----------------
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.
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF ARE SUBJECT TO THE
TERMS AND PROVISIONS OF A WARRANT PURCHASE AGREEMENT AND A SHAREHOLDER AGREEMENT
EACH DATED AS OF MARCH ______, 1999, AMONG VALUESTAR, CORPORATION (THE
"COMPANY") XXX XXXXX, XXXXX X. XXXXXX AND XXXXX X. XXXXX (INDIVIDUALLY AND
COLLECTIVELY, THE "SHAREHOLDER") AND SEACOAST CAPITAL PARTNERS LIMITED
PARTNERSHIP (THE "PURCHASER"), PACIFIC MEZZANINE FUND, L.P. ("PACIFIC") AND
TANGENT FUND MANAGEMENT, LLC ("TANGENT") (AS SUCH AGREEMENTS MAY BE
SUPPLEMENTED, MODIFIED, AMENDED, OR RESTATED FROM TIME TO TIME, THE
"AGREEMENTS"). COPIES OF THE AGREEMENTS ARE AVAILABLE AT THE EXECUTIVE OFFICES
OF THE COMPANY.
_____________ shares of
Common Stock Warrant No. _________
WARRANT TO PURCHASE COMMON STOCK OF
VALUESTAR CORPORATION
This is to certify that, in consideration of ten dollars ($10.00) and
other valuable consideration, which is hereby acknowledged as received, the
Purchaser, its successors and registered assigns, is entitled at any time after
the Closing Date (as defined in the Agreements) and prior to the earlier to
occur of (i) the expiration of six (6) years from the date the obligations
evidenced by the Senior Note, dated as of March ___, 1999 executed by ValueStar,
Inc., a California corporation, (the "Subsidiary") and payable to the Purchaser,
as the same may be amended, modified and extended from time to time, are paid in
full pursuant to the terms of the Note Purchase Agreement, dated as of March
_____, 1999, between the Subsidiary and the Purchaser as the same may be amended
from time to time, (ii) 5:00 p.m. March _____, 2009, to exercise this Warrant to
purchase _________________ (________) shares of the Common Stock of ValueStar
Corporation, a Colorado corporation (the "Company"), as the same shall be
adjusted from time to time pursuant to the provisions of the Agreements at a
price per share as specified in the Agreements and to exercise the other rights,
powers, and privileges hereinafter provided, all on the terms and subject to the
conditions specified in this Warrant and in the Agreements.
This Warrant is issued under, and the rights represented hereby are
subject to the terms and provisions contained in the Agreements, to all terms
and provisions of which the registered holder of this Warrant, by acceptance of
this Warrant, assents. Reference is hereby made to the Agreements for a more
complete statement of the rights and limitations of rights of the registered
holder of this Warrant and the rights and duties of the Company under this
Warrant. Copies of the Agreements are on file at the office of the Company.
IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed this ____ day of March, 1999.
VALUESTAR CORPORATION
By: ___________________________________
Name: ___________________________________
Title: ___________________________________
FORM of B WARRANT
-----------------
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.
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF ARE SUBJECT TO THE
TERMS AND PROVISIONS OF A WARRANT PURCHASE AGREEMENT AND A SHAREHOLDER AGREEMENT
EACH DATED AS OF MARCH ______, 1999, AMONG VALUESTAR, CORPORATION (THE
"COMPANY") XXX XXXXX, XXXXX X. XXXXXX AND XXXXX X. XXXXX (INDIVIDUALLY AND
COLLECTIVELY, THE "SHAREHOLDER") AND SEACOAST CAPITAL PARTNERS LIMITED
PARTNERSHIP (THE "PURCHASER"), PACIFIC MEZZANINE FUND, L.P. ("PACIFIC") AND
TANGENT FUND MANAGEMENT, LLC ("TANGENT") (AS SUCH AGREEMENTS MAY BE
SUPPLEMENTED, MODIFIED, AMENDED, OR RESTATED FROM TIME TO TIME, THE
"AGREEMENTS"). COPIES OF THE AGREEMENTS ARE AVAILABLE AT THE EXECUTIVE OFFICES
OF THE COMPANY.
_____________ shares of
Common Stock Warrant No. _________
WARRANT TO PURCHASE COMMON STOCK OF
VALUESTAR CORPORATION
This is to certify that, in consideration of ten dollars ($10.00) and
other valuable consideration, which is hereby acknowledged as received, the
Purchaser, its successors and registered assigns, is entitled at any time after
the Closing Date (as defined in the Agreements) and prior to the earlier to
occur of (i) the expiration of six (6) years from the date the obligations
evidenced by the Senior Note, dated as of March ___, 1999 executed by ValueStar,
Inc., a California corporation, (the "Subsidiary") and payable to the Purchaser,
as the same may be amended, modified and extended from time to time, are paid in
full pursuant to the terms of the Note Purchase Agreement, dated as of March
_____, 1999, between the Subsidiary and the Purchaser as the same may be amended
from time to time, (ii) 5:00 p.m. March _____, 2009, to exercise this Warrant to
purchase _________________ (________) shares of the Common Stock of ValueStar
Corporation, a Colorado corporation (the "Company"), as the same shall be
adjusted from time to time pursuant to the provisions of the Agreements at a
price per share as specified in the Agreements and to exercise the other rights,
powers, and privileges hereinafter provided, all on the terms and subject to the
conditions specified in this Warrant and in the Agreements.
This Warrant is issued under, and the rights represented hereby are
subject to the terms and provisions contained in the Agreements, to all terms
and provisions of which the registered holder of this Warrant, by acceptance of
this Warrant, assents. Reference is hereby made to the Agreements for a more
complete statement of the rights and limitations of rights of the registered
holder of this Warrant and the rights and duties of the Company under this
Warrant. Copies of the Agreements are on file at the office of the Company.
IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed this ____ day of March, 1999.
VALUESTAR CORPORATION
By: ___________________________________
Name: ___________________________________
Title: ___________________________________
FORM of C WARRANT
-----------------
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.
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF ARE SUBJECT TO THE
TERMS AND PROVISIONS OF A WARRANT PURCHASE AGREEMENT AND A SHAREHOLDER AGREEMENT
EACH DATED AS OF MARCH ______, 1999, AMONG VALUESTAR, CORPORATION (THE
"COMPANY") XXX XXXXX, XXXXX X. XXXXXX AND XXXXX X. XXXXX (INDIVIDUALLY AND
COLLECTIVELY, THE "SHAREHOLDER") AND SEACOAST CAPITAL PARTNERS LIMITED
PARTNERSHIP (THE "PURCHASER"), PACIFIC MEZZANINE FUND, L.P. ("PACIFIC") AND
TANGENT FUND MANAGEMENT, LLC ("TANGENT") (AS SUCH AGREEMENTS MAY BE
SUPPLEMENTED, MODIFIED, AMENDED, OR RESTATED FROM TIME TO TIME, THE
"AGREEMENTS"). COPIES OF THE AGREEMENTS ARE AVAILABLE AT THE EXECUTIVE OFFICES
OF THE COMPANY.
_____________ shares of
Common Stock Warrant No. _________
WARRANT TO PURCHASE COMMON STOCK OF
VALUESTAR CORPORATION
This is to certify that, in consideration of ten dollars ($10.00) and
other valuable consideration, which is hereby acknowledged as received, the
Purchaser, its successors and registered assigns, is entitled at any time after
the Closing Date (as defined in the Agreements) and prior to the earlier to
occur of (i) the expiration of six (6) years from the date the obligations
evidenced by the Senior Note, dated as of March ___, 1999 executed by ValueStar,
Inc., a California corporation, (the "Subsidiary") and payable to the Purchaser,
as the same may be amended, modified and extended from time to time, are paid in
full pursuant to the terms of the Note Purchase Agreement, dated as of March
_____, 1999, between the Subsidiary and the Purchaser as the same may be amended
from time to time, (ii) 5:00 p.m. March _____, 2009, to exercise this Warrant to
purchase _________________ (________) shares of the Common Stock of ValueStar
Corporation, a Colorado corporation (the "Company"), as the same shall be
adjusted from time to time pursuant to the provisions of the Agreements at a
price per share as specified in the Agreements and to exercise the other rights,
powers, and privileges hereinafter provided, all on the terms and subject to the
conditions specified in this Warrant and in the Agreements.
This Warrant is issued under, and the rights represented hereby are
subject to the terms and provisions contained in the Agreements, to all terms
and provisions of which the registered holder of this Warrant, by acceptance of
this Warrant, assents. Reference is hereby made to the Agreements for a more
complete statement of the rights and limitations of rights of the registered
holder of this Warrant and the rights and duties of the Company under this
Warrant. Copies of the Agreements are on file at the office of the Company.
IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed this ____ day of March, 1999.
VALUESTAR CORPORATION
By: ___________________________________
Name: ___________________________________
Title: ___________________________________
