EXHIBIT 4.29.1
VALUESTAR CORPORATION
WAIVER OF INVESTOR RIGHTS AGREEMENT
THIS WAIVER OF INVESTOR RIGHTS AGREEMENT (this "Waiver") is dated
effective as of April 24, 2001 (the "Effective Date"), by and among VALUESTAR
CORPORATION, a Colorado corporation (the "Company"), SEACOAST CAPITAL PARTNERS
LIMITED PARTNERSHIP, a Delaware limited partnership ("Seacoast"), PACIFIC
MEZZANINE FUND, L.P. a California limited partnership ("Pacific"), TANGENT
GROWTH FUND, L.P., a California limited partnership ("Tangent"), eCOMPANIES
VENTURE GROUP, L.P., a Delaware limited partnership ("Companies"), TMCT
VENTURES, L.P. ("TMCT") (Seacoast, Pacific, Tangent, eCompanies, and TMCT, a
"Holder," and collectively, all such individuals and entities, the "Holders").
RECITAL
In consideration of the Company's sale of certain securities in
accordance with the terms and provisions set forth in that certain Bridge Loan
and Common Stock Purchase Agreement dated April 24, 2001 (the "BL Purchase
Agreement"), a copy of which (together with all exhibits) each Holder
acknowledges receiving, the Holders desire to waive their preemptive rights
under the Investors Rights Agreement originally entered into by Seacoast,
Pacific, Tangent and eCompanies on December 8, 1999, with TMCT becoming a party
thereto on January 4, 2000, and as subsequently amended on March 24, 2000,
September 14, 2000, and January 4, 2001 (the "Rights Agreement") in accordance
with the terms set forth in this Agreement. All capitalized terms not defined
herein shall have the meanings established in the Rights Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual agreements, covenants,
representations and warranties contained in this Agreement, the parties hereto
hereby agree as follows:
Waiver of Preemptive Rights. Each of the Holders hereby waives its preemptive
rights set forth in Section 3 of the Rights Agreement applicable to any of the
securities sold or to be sold as contemplated under the BL Purchase Agreement.
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Signature Page to
ValueStar Corporation Waiver of Investors Rights Agreement
IN WITNESS WHEREOF, the parties have executed and delivered this Waiver
as of the date first above written.
VALUESTAR CORPORATION
By: /s/ XXXXX XXXXX
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Name: Xxxxx Xxxxx
Its: Chief Executive Officer
eCOMPANIES VENTURE GROUP, L.P.
By: /s/ XXXXXX XXXXXX
----------------------
Name: Xxxxxx Xxxxxx
Its: Managing General Partner
SEACOAST CAPITAL PARTNERS LIMITED
PARTNERSHIP
By: Seacoast I Advisors, LLC, its
general partner
By: /s/ XXXXXXX X. XXXXXXX
----------------------
Name: Xxxxxxx X. Xxxxxxx
Its: Vice President
PACIFIC MEZZANINE FUND, L.P.
By: Pacific Private Capital, its
general partner
By: /s/ XXXXXX X. XXXX
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Name: Xxxxxx X. Xxxx
Its: General Partner
TANGENT GROWTH FUND, L.P.
By: Tangent Fund Management, LLC,
its general partner
By: /s/ XXXX X. XXXXXX
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Name: Xxxx X. Xxxxxx
Its: Vice President
RUSTIC CANYON VENTURES, L.P.
Under management by Rustic Canyon
Partners, LLC
By: /s/ XXXXXXX SONG
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Title: Partner
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