EXHIBIT 4.42.1
FIRST AMENDMENT
TO
BRIDGE LOAN AND COMMON STOCK PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO BRIDGE LOAN AND COMMON STOCK PURCHASE AGREEMENT (the
"Agreement") is dated effective as of June 11, 2001 by and between VALUESTAR
CORPORATION, a Colorado corporation (the "Corporation"), and those investors set
forth on Schedule 1 (signature page) attached hereto (individually, a
"Purchaser" and collectively, the "Purchasers").
R E C I T A L S:
A. The Corporation and Purchasers entered into the BRIDGE LOAN AND
COMMON STOCK PURCHASE AGREEMENT (the "Original Agreement") dated as of April 24,
2001. The Original Agreement provided for a maximum issuance of certain
Promissory Notes ("Bridge Loan Notes") of $3,500,000 and a maximum issuance of
Common Stock in connection therewith of 17,500,000 common shares.
B. The corporation wishes to be able to sell up to $4,000,000 of Bridge
Loan Notes and issue 20,000,000 common shares in connection therewith, and the
Purchasers wish to amend the Original Agreement to authorize said higher amounts
pursuant to the provisions of section 6.13 of the Original Agreement, which
section provides that the provisions of the Original Agreement may be amended if
the Corporation has obtained the written consent of Purchasers holding at least
sixty-six and two-thirds percent (66-2/3%) or more of the outstanding principal
amount of Bridge Loan Notes.
A G R E E M E N T:
NOW, THEREFORE, in consideration of the above recitals and the mutual
agreements, contained below in this Agreement, the parties agree:
I. AMENDMENTS.
1.1 Section 2.1 of the Original Agreement is hereby modified to provide
(i) that the maximum amount of authorized Bridge Loan Notes is Four Million
Dollars; said amount replacing the prior Three Million Five Hundred Thousand
Dollars maximum set out in the Original Agreement and (ii) that the maximum
number of common shares of Corporation to be issued in connection therewith is
20,000,000, said amount replacing the prior 17,500,000 maximum set out in the
Original Agreement.
1.2 Schedule 3.4 of the Original Agreement (Brokers) is deleted and
replaced in its entirety by the attached Schedule 3.4 showing an additional
Broker in connection with the sales of Notes, and the restriction of a certain
related party Broker to non-cash consideration only.
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II. EFFECTIVE DATE.
2.1 This amendment shall be effective as of the date set forth in the
introductory paragraph of this Agreement, but only upon the Corporation's
receiving the written consent of Purchasers holding at least sixty-six and
two-thirds percent (66-2/3%) or more of the outstanding principal amount of
Bridge Loan Notes at such date aggregating $2.8 million.
III. EFFECT.
Except to the extent specifically set forth herein, the Original
Agreement is not modified in any manner.
IV. MISCELLANEOUS.
4.1 Successors and Assigns. All covenants and agreements contained in
this Agreement by or on behalf of any of the parties hereto shall bind and inure
to the benefit of the respective successors and assigns of the Purchasers and
Corporation whether so expressed or not.
4.2 Counterparts. This Agreement may be executed in two or more
counterparts, any one of which need not contain the signatures of more than one
party, but all such counterparts when taken together shall constitute one and
the same Agreement.
4.3 Descriptive Headings. The descriptive headings of this Agreement
are inserted for convenience only and do not constitute a part of this
Agreement.
4.4 Governing Law. The validity, meaning and effect of this Agreement
shall be determined in accordance with the laws of California applicable to
contracts made and to be performed entirely in California as if by and between
California residents.
4.5 Schedules and Exhibits. All schedules and exhibits are an integral
part of this Agreement.
IN WITNESS WHEREOF, the Corporation and each Purchaser identified on
Schedule 1 have caused this Agreement to be executed and delivered.
CORPORATION:
VALUESTAR CORPORATION
By: /s/ James Stein
---------------
Name: James Stein
Its: President and Chief Executive Officer
SCHEDULE - 1
Signature Page to First Amendment to the Bridge Loan and Common Stock Purchase
Agreement
(PAGE 1 OF 2 SIGNATURE PAGES)
HULL CAPITAL CORP. PROFIT SHARING PLAN AND
TRUST FBO J. Mitchell Hull
By: /s/ J. Mitchell Hull
--------------------
Name: J. Mitchell Hull
Title: Trustee
HULL OVERSEAS LTD.
By: /s/ J. Mitchell Hull
--------------------
Name: J. Mitchell Hull
Title: Managing Partner
J.M. HULL ASSOCIATES, LP
By: /s/ J. Mitchell Hull
--------------------
Its general partner
J. MITCHELL HULL
By: /s/ J. Mitchell Hull
--------------------
CANUSA TRADING LTD.
By: /s/ W.A. Manuel, Jr.
--------------------
Name: W.A. Manuel, Jr.
Title: President
PALERMO TRUST
By: /s/ James A. Barnes
-------------------
Name: James A. Barnes
Title: Trustee
HARMONIC ASSOCIATES, LP
By: /s/ Trevor Gibson
-----------------
Name: Trevor Gibson
Title: CFO
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SCHEDULE - 1
Signature Page to First Amendment to the Bridge Loan and Common Stock Purchase
Agreement
(PAGE 2 OF 2 SIGNATURE PAGES)
DUCK PARTNERS, L.P.
By: /s/ J. Mitchell Hull
--------------------
Name: J. Mitchell Hull
Title: General Partner
HULL CAPITAL CORP. PROFIT SHARING PLAN
AND TRUST FBO Lillie Fenner
By: /s/ Lillie E. Fenner
--------------------
Name: Lillie E. Fenner
Title: Trustee
GEORGE HOLLAND
By: /s/ George Holland
------------------
VEECH TRUST
By: /s/ Bryant I. Pickering
-----------------------
Name: Bryant I. Pickering
Title: Trustee
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Schedule 3.4
to
Purchase Agreement
------------------
Brokers
The Board of Directors has authorized and approved the payment of finders fees
in cash, common shares (valued at $.50 per share), warrants with an exercise
price of $0.50 per share valued at $0.25 per warrant, or in Bridge Loan Notes
and shares in an amount not to exceed 7.5% of the amount sold in the aggregate
unless otherwise approved by the Board of Directors. Hull Capital Corp., an
affiliate of a director, and a financial advisor to the Corporation, shall only
be paid finders fees "in kind" on bridge funds identified or invested by Hull
Capital Corp. or affiliates and will not be paid any finders fees in cash. The
Corporation has agreed to pay KBC Financial Products USA Inc. a finders fee on
certain purchases made or identified by them or affiliates.
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