EXHIBIT 4.29.2
VALUESTAR CORPORATION
SECOND AMENDED
AND WAIVER OF
INVESTORS RIGHTS AGREEMENT
THIS SECOND AMENDED AND WAIVER OF INVESTORS RIGHTS AGREEMENT (this
"Agreement") is dated effective as of September 14, 2000 (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"), and 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 under that certain Series C
Preferred Stock and Warrant Purchase Agreement dated on even date herewith (the
"Purchase Agreement"), the Holders desire to amend 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 (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. Registration Rights.
a. Incidental Registration. In accordance with Section 2.b of the
Rights Agreement, the Holders hereby acknowledge notice from the Company of its
intention to register certain securities as set forth in the Purchase Agreement
and corresponding Registration Rights Agreement thereto and hereby request that
the Registrable Securities held by such Holders be included in such registration
in accordance with the terms thereof.
b. Limitations on Subsequent Registration Rights. The Holders holding a
majority of the outstanding Registrable Securities hereby consent in accordance
with Section 2.k of the Rights Agreement to the Company entering into the
Purchase Agreement and corresponding Registration Rights Agreement thereto and
undertaking its obligations thereunder, whereby the Company has granted certain
investors under such agreements the right to a registration that will result in
such registration statement being declared effective prior to the effectiveness
of the first registration statement to be effected under Section 2.a. of the
Rights Agreement.
2. 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 under the Purchase Agreement.
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Signature Page to
ValueStar Corporation Second Amended Investors Rights Agreement
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
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
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
Name: Xxxx X. Xxxxxx
Its: Vice President
TMCT VENTURES, L.P.
Under management by
Rustic Canyon Partners, LLC
By: /s/ Xxxxxxx Song
Printed Name: Xxxxxxx Song
Title: Partner
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