EXHIBIT "B"Capsource Financial Inc • February 25th, 2003 • Services-miscellaneous equipment rental & leasing • Colorado
RECITALSShareholders Agreement • October 7th, 2002 • Capsource Financial Inc • Minnesota
NOTICE:Dealer Agreement • December 27th, 2002 • Capsource Financial Inc • Services-miscellaneous equipment rental & leasing • California
Exhibit 10.5 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR APPLICABLE BLUE SKY LAWS, AND ARE SUBJECT TO CERTAIN INVESTMENT REPRESENTATIONS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR...Warrant Agreement • October 7th, 2002 • Capsource Financial Inc
WARRANTCapsource Financial Inc • July 26th, 2007 • 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 • July 26th, 2007 • 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 • July 26th, 2007 • 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”).
Exhibit 10.2 EMPLOYMENT AGREEMENT This agreement ("Agreement") is made this 10th day of December, 2000 ("Execution Date") between Steven E. Reichert ("Executive") and CapSource Financial, Inc. ("CapSource"), a Colorado corporation. The parties agree...Employment Agreement • October 7th, 2002 • Capsource Financial Inc • Colorado
CapSource Financial, Inc. VOTING AGREEMENT AND IRREVOCABLE PROXYVoting Agreement and Irrevocable Proxy • April 20th, 2007 • 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 • July 26th, 2007 • 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 • July 26th, 2007 • 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 • July 26th, 2007 • 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.
DEALER AGREEMENT ForDealer Agreement • January 17th, 2007 • Capsource Financial Inc • Services-miscellaneous equipment rental & leasing • California
This DEALER AGREEMENT (“Agreement”) is entered into at San Diego, California, as of August 18, 2006, by and between CapSource Equipment Company, Inc., a Nevada Corporation doing business in Texas as Prime Time Trailers (“Dealer”), and Hyundai Translead, a California Corporation (“Hyundai”).
TERM LOAN AGREEMENTTerm Loan Agreement • August 15th, 2007 • Capsource Financial Inc • Services-miscellaneous equipment rental & leasing • Minnesota
This TERM LOAN AGREEMENT is entered into as of August 10, 2007, between CapSource Financial, Inc. a Colorado corporation (“Borrower”), Randolph M. Pentel, an individual residing in Minnesota (“Guarantor”) and Whitebox Intermarket Partners, L.P., a British Virgin Islands limited partnership (“Lender”).
PERSONAL GUARANTYPersonal Guaranty • August 15th, 2007 • Capsource Financial Inc • Services-miscellaneous equipment rental & leasing • Minnesota
WHEREAS, pursuant to that certain Term Loan Agreement to be dated August 10, 2007 between Whitebox Intermarket Partners, L.P., a British Virgin Islands limited partnership (“Lender”), and CapSource Financial, Inc., a Colorado corporation (“Borrower”), a copy of which is attached hereto as Exhibit A, Lender has agreed to loan to Borrower the sum of One Hundred Fifty Thousand Dollars ($150,000) (the “Loan”); and
WARRANTCapsource Financial Inc • July 26th, 2007 • Services-miscellaneous equipment rental & leasing
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.
AMENDMENT NUMBER 1 TO LOAN AGREEMENT DATED OCTOBER 31, 2007Loan Agreement • December 10th, 2007 • Capsource Financial Inc • Services-miscellaneous equipment rental & leasing
This Amendment is entered into this 4th day of December 2007, by and between Randolph M. Pentel and CapSource Financial, Inc., a Colorado corporation, (collectively “Parties”).
CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASEConfidential Separation Agreement and General Release • October 17th, 2008 • Capsource Financial Inc • Services-miscellaneous equipment rental & leasing
WHEREAS, John Ramos (“Ramos”or you) was employed by CapSource Financial, Inc. (“Company”) as Chief Financial Officer as a non-contract employee from June 1, 2008 until October 13, 2008;
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • October 5th, 2006 • Capsource Financial Inc • Services-miscellaneous equipment rental & leasing
WHEREAS, Capsource Financial, Inc. (“CapSource”) and Fred C. Boethling (“Executive”) have entered into an Employment Agreement dated December 10, 2000 (“Employment Agreement”);
EXHIBIT 1.3 CAPSOURCE FINANCIAL, INC., (A COLORADO CORPORATION) (3,000,0000 shares of Common Stock @ $1.75 per share ) SELECTED DEALERS AGREEMENT --------------------------Dealers Agreement • February 25th, 2003 • Capsource Financial Inc • Services-miscellaneous equipment rental & leasing • Washington
We have agreed to act as the exclusive agent of CAPSOURCE FINANCIAL, INC., a Colorado Corporation ("Company"), pursuant to an Underwriting Agreement between the Company and us ("Underwriter"), which may be obtained from us on written request, for the sale to the public of an aggregate of 3,000,000 shares of common stock, $0.01 par value @ $1.75 per share ("Common Stock"). The Common Stock is described in the enclosed Prospectus, additional copies of which will be supplied in reasonable quantities upon request to us.
EXHIBIT A PROMISSORY NOTECapsource Financial Inc • November 2nd, 2007 • Services-miscellaneous equipment rental & leasing • Minnesota
FOR VALUE RECEIVED, the undersigned, CapSource Financial, Inc., a Colorado corporation (the “Borrower”), with its principal executive office at 2305 Canyon Boulevard, Suite 103, Boulder, CO 80302, hereby promises to pay to the order of Randolph M. Pentel, (the “Lender”) or its assigns, at its offices at 715 Eaton Street, St. Paul, MN 55107 or at such other place as the Lender may designate by written notice to the Borrower, the principal sum of ___________DOLLARS ($_______), pursuant to the terms of that certain Master Loan Agreement between the parties (the “Loan Agreement”) , together with Basic Interest at the rate of 9.50% per annum thereon from the date each advance is made until paid in full, and Default Interest as set forth in Section 2.8 of the Loan Agreement. Payments of principal and interest shall be made in immediately available funds in lawful money of the United States. Capitalized terms not otherwise defined herein shall have the meaning given them in the Loan Agreement
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • October 5th, 2006 • Capsource Financial Inc • Services-miscellaneous equipment rental & leasing
WHEREAS, Capsource Financial, Inc. (“CapSource”) and Steven J. Kutcher (“Executive”) have entered into an Employment Agreement dated January 9, 2006 (“Employment Agreement”);
MASTER TERM LOAN AGREEMENTMaster Term Loan Agreement • November 2nd, 2007 • Capsource Financial Inc • Services-miscellaneous equipment rental & leasing • Minnesota
This MASTER TERM LOAN AGREEMENT is entered into as of October 31, 2007, between CapSource Financial, Inc. a Colorado corporation (“Borrower”), and Randolph M. Pentel, an individual residing in Minnesota (“Lender”).
Agreement of Joint FilingCapsource Financial Inc • May 10th, 2006 • Services-miscellaneous equipment rental & leasing
Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to file with the Securities and Exchange Commission the Statement on Schedule 13D (the “Statement”) to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them.
EMPLOYMENT AGREEMENTEmployment Agreement • January 11th, 2006 • Capsource Financial Inc • Services-miscellaneous equipment rental & leasing • Colorado
This Agreement made and entered into this 9th day of January, 2006, by and between CapSource Financial, Inc., (“Employer” or the “Company”), and Steven J. Kutcher (“Executive”). The parties recite that:
PERSONAL GUARANTYPersonal Guaranty • May 20th, 2008 • Capsource Financial Inc • Services-miscellaneous equipment rental & leasing
WHEREAS, Kutcher’s employment with the Company was terminated pursuant to a Confidential Separation Agreement and General Release dated March 25, 2008 (“Separation Agreement”);
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.
CAPSOURCE FINANCIAL, INC. SECURITIES PURCHASE AGREEMENT May 1, 2006Securities Purchase Agreement • January 17th, 2007 • 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.”
CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE RECITALSConfidential Separation Agreement • May 20th, 2008 • Capsource Financial Inc • Services-miscellaneous equipment rental & leasing
WHEREAS, Steven J. Kutcher (“Kutcher”or you) was employed by the Capsource Financial, Inc. (“Company”) as Chief Financial Officer pursuant to an Employment Contract dated January 9, 2006 and Amended April 26, 2006;
NOTICE:Capsource Financial Inc • October 7th, 2002 • California
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 • January 17th, 2007 • 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.
CAPSOURCE FINANCIAL, INC. SECURITIES PURCHASE AGREEMENT May 1, 2006Securities Purchase Agreement • July 26th, 2007 • 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.”
AMENDMENT NUMBER 2 TO MASTER TERM LOAN AGREEMENT DATED OCTOBER 31, 2007 and AMENDED DECEMBER 4, 2007Master Term Loan Agreement • January 31st, 2008 • Capsource Financial Inc • Services-miscellaneous equipment rental & leasing
This Amendment is entered into this 28th day of January 2008, by and between Randolph M. Pentel and CapSource Financial, Inc., a Colorado corporation, (collectively “Parties”).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • October 5th, 2006 • Capsource Financial Inc • Services-miscellaneous equipment rental & leasing
WHEREAS, Capsource Financial, Inc. (“CapSource”) and Steven E. Reichert (“Executive”) have entered into an Employment Agreement dated December 10, 2000 (“Employment Agreement”);
Hyundai Exclusive Dealer Agreement (See attached)Pledge Agreement • July 10th, 2007 • Capsource Financial Inc • Services-miscellaneous equipment rental & leasing • California
THIS AGREEMENT, to become effective the 9th day of July, 2007 (hereafter “Agreement”) by and between HYUNDAI de MEXICO, S.A. de C.V., a Sociedad Anonima de Capital Variable organized under the laws of the United States of Mexico (“Company”), on the one hand; and REMOLQUES Y SISTEMAS ALIADOS DE TRANSPORTACION, S.A. DE C.V. (dba RESALTA), a Sociedad Anonima de Capital Variable, organized under the laws of the United States of Mexico (“Dealer”) and CAPSOURCE FINANCIAL, INC., a Colorado corporation which is the owner of the Dealer, (“Parent Company”).
