WARRANTCapsource Financial Inc • May 5th, 2006 • Services-miscellaneous equipment rental & leasing • Minnesota
THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR UNDER STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT OR STATE LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CAPSOURCE FINANCIAL, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
CAPSOURCE FINANCIAL, INC. SECURITIES PURCHASE AGREEMENT May 1, 2006Securities Purchase Agreement • May 5th, 2006 • Capsource Financial Inc • Services-miscellaneous equipment rental & leasing • Minnesota
This Securities Purchase Agreement (this “Agreement”), dated May 1, 2006 (the “Effective Date”), is executed by and between CapSource Financial, Inc., a Colorado corporation (the “Company”), and the entity listed on the Schedule of Investors attached as Exhibit A (the “Investor”). The Company and the Investor are each individually referred to in this Agreement as a “Party,” and are collectively referred to in this Agreement as the “Parties.”
WHOLESALE FLOOR PLAN FINANCING AGREEMENT FOR TRAILER DEALERSWholesale Floor Plan Financing Agreement • May 5th, 2006 • Capsource Financial Inc • Services-miscellaneous equipment rental & leasing • Illinois
This Wholesale Floor Plan Financing Agreement (this “Agreement”) is entered into this 14th day of April 2006 , between ___________________________ (hereinafter referred to as “Dealer”) a Capsource Equipment Company, Inc. whose principal place of business is located at Nevada Corporation, 15609 Valley Blvd. Fontana, CA 92335 and Navistar Financial Corporation, located at 425 N. Martingale Rd. Schaumburg, IL 60173 (“Lender”).
CapSource Financial, Inc. VOTING AGREEMENT AND IRREVOCABLE PROXYVoting Agreement and Irrevocable Proxy • May 5th, 2006 • Capsource Financial Inc • Services-miscellaneous equipment rental & leasing • Minnesota
This Voting Agreement and Irrevocable Proxy (this “Agreement”), dated May 1, 2006 (the “Effective Date”), is executed by and among CapSource Financial, Inc., a Colorado corporation (the “Company”), Randolph Pentel, a director of the Company and the beneficial owner of a majority of the Company’s outstanding common stock (“Mr. Pentel”), and Pandora Select Partners, L.P. (the “Investor”). The Company, Mr. Pentel and the Investor are each individually referred to in this Agreement as a “Party” and are collectively referred to in this Agreement as the “Parties.” Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Securities Purchase Agreement (defined below).
CapSource Financial, Inc. VOTING AGREEMENT AND IRREVOCABLE PROXYVoting Agreement and Irrevocable Proxy • May 5th, 2006 • Capsource Financial Inc • Services-miscellaneous equipment rental & leasing • Minnesota
This Voting Agreement and Irrevocable Proxy (this “Agreement”), dated May 1, 2006 (the “Effective Date”), is executed by and among CapSource Financial, Inc., a Colorado corporation (the “Company”), Randolph Pentel, a director of the Company and the beneficial owner of a majority of the Company’s outstanding common stock (“Mr. Pentel”), and Whitebox Intermarket Partners, L.P. (the “Investor”). The Company, Mr. Pentel and the Investor are each individually referred to in this Agreement as a “Party” and are collectively referred to in this Agreement as the “Parties.” Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Securities Purchase Agreement (defined below).
EXHIBIT C to Securities Purchase Agreement dated May 1, 2006 CAPSOURCE FINANCIAL, INC. REGISTRATION RIGHTS AGREEMENT May 1, 2006Registration Rights Agreement • May 5th, 2006 • Capsource Financial Inc • Services-miscellaneous equipment rental & leasing • Minnesota
This Registration Rights Agreement (this “Agreement”), dated May 1, 2006 (the “Effective Date”), is executed by and among CapSource Financial, Inc., a Colorado corporation (the “Company”), the investors identified on Exhibit A (collectively, the “Investors” and each individually an “Investor”) and Randolph M. Pentel (“Pentel”). The Company, Pentel and the Investors are each individually referred to in this Agreement as a “Party,” and are collectively referred to in this Agreement as the “Parties.” Capitalized terms used herein and not otherwise defined are defined in Section 2.1.
WARRANTCommon Stock Purchase • May 5th, 2006 • Capsource Financial Inc • Services-miscellaneous equipment rental & leasing • Minnesota
THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR UNDER STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT OR STATE LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CAPSOURCE FINANCIAL, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
ASSET PURCHASE AGREEMENT by and among CAPSOURCE FINANCIAL, INC., and its designee CAPSOURCE EQUIPMENT COMPANY, INC. and PRIME TIME EQUIPMENT, INC. and ITS PRESIDENT May __, 2006Asset Purchase Agreement • May 5th, 2006 • Capsource Financial Inc • Services-miscellaneous equipment rental & leasing • Colorado
This Asset Purchase Agreement (“Agreement”) is made by and between Capsource Financial, Inc., a Colorado corporation or its designee CapSource Equipment Company, Inc., a Nevada corporation (“Buyer”) and Prime Time Equipment, Inc., a California corporation (“Company” sometimes referred to as the “Seller”), and Seller’s President (the “President”) effective as of May __, 2006.
