EXHIBIT 4.34.1
VALUESTAR CORPORATION
FIRST AMENDED
REGISRATION RIGHTS AGREEMENT
THIS FIRST AMENDED REGISTRATION AGREEMENT (this "Agreement") is dated
effective as of January 4, 2001 (the "Effective Date"), by and among VALUESTAR
CORPORATION, a Colorado corporation (the "Company"), DAVRIC CORPORATION, a
Nevada corporation ("Davric"), eCOMPANIES VENTURE GROUP, L.P., a Delaware
limited partnership ("eCompanies"), HULL OVERSEAS LTD., a British Virgin Islands
limited partnership ("Hull Overseas") X. X. XXXX ASSOCIATES, LP, a Delaware
limited partnership (Davric, eCompanies, Hull Overseas and Hull Associates, a
"Holder," and collectively, all such individuals and entities, the "Holders"),
and such entities or individuals set forth on Schedule 1 attached hereto and
incorporated herein by reference that the Company may designate as additional
parties to this Agreement (each such entity and individual, a "Purchaser," and
all such individuals and entities, the "Purchasers") who have entered into the
ValueStar Corporation Series CC Preferred Stock and Warrant Purchase Agreement
dated on even date herewith ("Series CC Purchase Agreement").
RECITAL
In consideration of the Company's sale of certain securities to the
Purchasers in accordance with the terms and provisions set forth in the Series
CC Purchase Agreement, the Holders desire to amend the Registration Rights
Agreement originally entered into by the Holders and other purchasers of the
Company's Series C Preferred Stock on September 14, 2000 (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:
1. Amendments to Rights Agreement. The Holders hereby agree and give
their consent as required under Section 4(a) of the Rights Agreement to the
following amendments to the Rights Agreement:
a. Addition of Purchasers as Parties to Rights Agreement. The
definition of "Holder" for purposes of the Rights Agreement, as amended hereby,
shall include the Purchasers.
b. Definition of Common Stock. The definition of "Common Stock" in
Section 1 of the Rights Agreement is hereby amended to read in full as follows:
"Common Stock" means any and all (i) common stock of the
Company issued or issuable upon conversion of the Company's Series C Convertible
Preferred Stock (ii) common stock of the Company issued or issuable upon
conversion of the Company's Series CC Convertible Preferred Stock; (iii) common
stock of the Company issued or issuable upon exercise of the Warrants, (iv)
common stock of the Company issued or issuable upon exercise of the warrants
issued to the Purchasers under the Series CC Purchase Agreement and any warrants
issued to finders of Purchasers as contemplated by the Series CC Purchase
Agreement (collectively, (i), (ii), (iii) and (iv) the "Stock"); (iii) common
stock of the Company issued as a dividend or other distribution with respect to
or in replacement of the Stock, and (vi) any common stock issued in any
combination or subdivision of the Stock. In determining the amount of Common
Stock held by any Person, the sum of (i), (ii), (iii), (iv), (v) and (vi) shall
be used and a Person shall be deemed to "hold" all Common Stock then held by
and/or issuable to such Person.
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c. Definition of Series CC Purchase Agreement. The following definition
is hereby added to Section 1 of the Rights Agreement:
"Series CC Purchase Agreement" means the Series CC Preferred
Stock and Warrant Purchase Agreement dated as of January __, 2000 by and among
the Company and the purchaser's of the Company's Series CC Convertible Preferred
Stock and warrants to purchase the Company's Common Stock."
[signature page follows]
Signature Page to ValueStar Corporation First Amended
Registration Rights Agreement
(Individual Pages Differ as to Purchaser Name and Personal Information)
IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date first above written.
VALUESTAR CORPORATION
By: /s/ Xxxxx Xxxxx
----------------------------
Name: Xxxxx Xxxxx
Its: Chief Executive Officer
DAVRIC CORPORATION
By: /s/ Xxxxx X. Xxxxx
----------------------------
Name: Xxxxx X. Xxxxx
Title: President
eCOMPANIES VENTURE GROUP, L.P.
By: /s/ Xxxxxx Xxxxxx
----------------------------
Name: Xxxxxx Xxxxxx
Managing General Partner
Hull Overseas Ltd.
By: /s/ X. Xxxxxxxx Xxxx
----------------------------
Name: X. Xxxxxxxx Hull
Title: President
X. X. Xxxx Associates, LP
By: /s/ X. Xxxxxxxx Hull
----------------------------
Name: X. Xxxxxxxx Xxxx
Title: President
Purchasers:
By:
----------------------------
Printed Name:
------------------
Title:
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