EXHIBIT 10.30
FINDER'S AGREEMENT
This agreement (the "Agreement") is entered into as of August 15, 2000
by and between VALUESTAR CORPORATION, a Colorado corporation ("ValueStar") and
HULL CAPITAL CORP., a Delaware corporation ("Finder").
RECITALS
WHEREAS, Finder represents that it will endeavor to introduce ValueStar
to one or more Targets (as defined in Paragraph 2 below) who may be interested
in engaging in a financing arrangement with ValueStar involving or relating to
an investment in securities of ValueStar or an entity formed for the purposes of
acquiring securities of ValueStar or a joint venture relating to the acquisition
of ValueStar (any one or more of the foregoing being hereinafter referred to as
a "Transaction"); and
WHEREAS, ValueStar desires to engage the services of Finder to provide
an introduction for ValueStar to such Targets in accordance with the terms and
conditions set forth in this Agreement. This arrangement is non-exclusive and
ValueStar may engage other finders, broker-dealers and others in its sole
discretion.
AGREEMENT
NOW THEREFORE, in consideration of the premises and mutual covenants hereinafter
contained, and for other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. ValueStar engages Finder to find Targets interested in effecting a
Transaction. Prior to contacting Targets, Finder and ValueStar shall
agree on acceptable general categories of appropriate Targets. Finder
will endeavor to introduce ValueStar to such Targets.
2. For the purposes of this Agreement, "Targets" shall mean individuals or
entities introduced to ValueStar by Finder for the purpose of providing
funds for a Transaction, including without limitation by making an
investment in ValueStar.
3. Finder agrees to register with ValueStar by facsimile (at 000-000-0000,
Attention Xxx Xxxxx) each Target within 48 hours of Finder believing
there is any degree of interest. ValueStar shall be under no obligation
to pay a fee on any Target not registered with ValueStar or with which
ValueStar or its affiliates have a previous relationship. Within 48
hours of receipt of any registered investors name, ValueStar shall
notify Finder by facsimile if there has been any prior contact or
arrangement, which would preclude payment of a fee to Finder pursuant
to this agreement upon a successful funding.
4. Finder is only required to introduce Targets to ValueStar. Target is
not authorized to conduct negotiations or make any commitments on
behalf of ValueStar.
5. ValueStar will furnish Finder from time to time with a current business
plan relating to ValueStar (the "Business Plan"), and copies of the
Company's annual and quarterly reports. Finder is authorized to send
copies and/or parts of the Business Plan and such reports to Targets
only after they have been approved as such by ValueStar.
6. In the event the efforts of Finder result in a consummated Transaction
with a Target pursuant to the terms of this agreement, ValueStar shall
pay or cause to be paid to Finder a fee in the form described below at
the closing of any such Transactions, as follows:
a) A fee totaling 8.0% of the "Aggregate Value of the
Transaction" for the financing payable in warrants
with exercise price equal to the effective common
stock price of any such financing. "Aggregate Value
of the Transaction" for purposes of this Agreement
shall mean any equity funds or other consideration
paid by Target(s) introduced by Finder providing
consideration of any kind or nature paid to
ValueStar, or stockholders (other than ordinary
market transactions) of ValueStar by Finder, or to
third parties on their behalf in connection with a
Transaction, including consideration paid at closing
and assumption of debt.
b) The number of warrants shall be computed by dividing
the Aggregate Value of the Transaction by the
effective common stock price. The exercise price
shall be the effective common stock price and the
term shall be no less than 5 years.
c) The fee shall be reduced by any amounts payable by
ValueStar to any other finder or broker in connection
with the Transaction. Any arrangements by Finder with
any other finders, brokers or persons shall be the
obligation of Finder but in any event shall be
disclosed to ValueStar before the closing of any
Transaction.
d) The Aggregate Value of the Transaction shall be
computed at closing. If there are multiple closings,
Finder will be paid at each closing. If a Target
requires warrants or options exercisable in the
future, finder will be paid only on the initial
investment only, unless otherwise agreed in writing.
7. If at any time within 12 months following the later of consummation of
a Transaction and the introduction by Finder of a Target to ValueStar,
ValueStar enters into a Transaction (including without limitation, a
subsequent Transaction) with the Target, or the Target provides,
directly or indirectly, capital, credit,
funds, or other financing to ValueStar or any affiliate, then ValueStar
shall pay to the Finder the fees set forth in Paragraph 4 above with
respect to such Transactions or financing. ValueStar agrees to keep
Finder fully informed of all contacts, discussions, and negotiations
with any Target and to provide Finder with copies of all drafts and
executed documents related to any Transaction or financing involving
any Target. Provided if the Target is an entity with which ValueStar
already does business at the time of the initial financing any
subsequent fee shall not apply if not included in the documentation
associated in the initial financing.
8. In the event that ValueStar fails to pay or fails to cause to be paid
the applicable fees set forth above at the closing of the Transaction,
ValueStar shall be liable for and shall pay all of Finder's reasonable
legal fees and reasonable related expenses in connection with the
collection of the applicable fees set forth above, together with
accrued interest (at the prime rate) on the unpaid fees from the time
of closing of the Transaction to the date of payment to Finder.
9. ValueStar shall not be liable for any retainers, cots, expenses other
charges incurred by Finder, any Target, or third parties at the request
of Finder unless ValueStar has authorized such costs or expenses in
writing.
10. Representatives, Warranties and Covenants.
(a) Finder is an independent contractor and financial advisor and
is not an employee or agent of ValueStar and shall have no
authority to bind ValueStar in any manner whatsoever. Finder
shall mot prepare any documentation with regard to ValueStar
or any potential Transaction, advise any Target concerning the
value of any securities of ValueStar, make any representations
regarding securities of ValueStar not contained in the
Business Plan or otherwise provided by ValueStar, or
participate in any negotiations between ValueStar and any
Target.
(b) ValueStar acknowledges that Finder has not done any due
diligence with respect to any Target or with respect to
ValueStar and that Finder makes no representations whatsoever
with respect to ValueStar (including, without limitation, its
financial condition or its ability to effectuate its Business
Plan or perform any obligations to which it or they may become
bound), ValueStar expressly agrees that Finder shall have no
liability whatsoever in connection with any Target Finder may
introduce to ValueStar, and ValueStar acknowledges that Finder
makes no representation or warranty with respect to its
ability to obtain any Target interested in and/or able to
consummate a Transaction.
11. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York, without giving effect to its
conflict of law principles.
12. This Agreement constitutes the entire agreement between the parties and
supersedes any prior agreements, whether written or oral, between the
parties. No modification, extension or change in this Agreement shall
be effective unless it is in writing and signed by both Finder and
ValueStar.
13. The provisions of this Agreement shall be binding upon and shall inure
to the benefit of the parties hereto, their heirs, legal
representatives, successors and assigns. This Agreement may not be
assigned except upon the prior written consent of either party to this
Agreement.
14. Any notice hereunder shall be in writing and delivery thereof shall be
complete if delivered in person, by facsimile or mailed by overnight
mail, or registered or certified mail, postage prepaid to the following
addresses (unless changed by written notice):
Finder: Hull Capital Corp.
000 X. 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxx
Company: ValueStar Corporation
000-00xx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxx Xxxxx, CEO
IN WITNESSS WHEREOF, this Agreement has been executed by the parties hereto as
of the date first written.
HULL CAPITAL CORP. VALUESTAR CORPORATION
By: /s/ Xxxxxx Xxxxxxx By: /s/ Xxx Xxxxx
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NAME: Xxxxxx Xxxxxxx NAME: Xxx Xxxxx
