EXHIBIT 4.29.3
VALUESTAR CORPORATION
THIRD AMENDED
AND WAIVER OF
INVESTORS RIGHTS AGREEMENT
THIS THIRD AMENDED AND WAIVER OF INVESTORS RIGHTS AGREEMENT (this
"Agreement") is dated effective as of January 4, 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 Series CC
Preferred Stock and Warrant Purchase Agreement of even date herewith (the
"Series CC 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 and 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. 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 Series CC Purchase
Agreement and corresponding First Amended 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 Series
CC Purchase Agreement and corresponding First Amended 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 Series CC Purchase Agreement.
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Signature Page to
ValueStar Corporation Third Amended and Waiver of 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/ James Stein
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Name: James Stein
Its: Chief Executive Officer
eCOMPANIES VENTURE GROUP, L.P.
By: /s/ Steven Ledger
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Name: Steven Ledger
Its: Managing General Partner
SEACOAST CAPITAL PARTNERS LIMITED
PARTNERSHIP
By: Seacoast I Advisors, LLC, its
general partner
By:/s/ Jeffrey J. Holland
--------------------------------
Name: Jeffrey J. Holland
Its: Vice President
PACIFIC MEZZANINE FUND, L.P.
By: Pacific Private Capital, its
general partner
By: /s/ Nathan W. Bell
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Name: Nathan W. Bell
Its: General Partner
TANGENT GROWTH FUND, L.P.
By: Tangent Fund Management, LLC, its
general partner
By: /s/ Mark P. Gilles
-------------------------------
Name: Mark P. Gilles
Its: Vice President
TMCT VENTURES, L.P.
Under management by
Rustic Canyon Partners, LLC
By: /s/ Michael Song
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Printed Name: Michael Song
Title: Partner
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