EXHIBIT 10.5 LEASE AGREEMENT 1. PARTIES. This Lease, dated as of this 26th day of June, is made by and between Charles W. Hurt (herein called "Lessor") and Value AMERICA (herein called "Lessee"). 2. PREMISES. Lessor does hereby lease to Lessee and...Lease Agreement • January 21st, 1999 • Value America Inc /Va • Retail-retail stores, nec
COMMON STOCKValue America Inc /Va • January 21st, 1999 • Retail-retail stores, nec
FORM OFUnderwriting Agreement • April 5th, 1999 • Value America Inc /Va • Retail-retail stores, nec • New York
EXHIBIT 10.20 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is made as of the 13th day of November, 1997, by and between VALUE AMERICA, INC., a Virginia corporation (the "Company"), and Dean McWhorter Johnson (the "Executive"). In consideration of...Employment Agreement • January 21st, 1999 • Value America Inc /Va • Retail-retail stores, nec • Virginia
EXHIBIT 10.35 VALUE AMERICA, INC. STOCK PURCHASE AGREEMENT ------------------------------------------ 205,993 SHARES OF COMMON STOCK Dated as of June 26, 1998 TABLE OF CONTENTSStock Purchase Agreement • January 21st, 1999 • Value America Inc /Va • Retail-retail stores, nec
FORM OFValue America Inc /Va • March 18th, 1999 • Retail-retail stores, nec • New York
OFValue America Inc /Va • June 12th, 2000 • Retail-retail stores, nec • New York
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT -------------------------------------------------- THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of June 26, 1998, by and among VALUE AMERICA, INC. (the...Registration Rights Agreement • July 2nd, 1998 • Value America Inc /Va
COMMON STOCKValue America Inc /Va • January 21st, 1999 • Retail-retail stores, nec
Exhibit 10.41 EMPLOYMENT AGREEMENT AGREEMENT (the "Agreement"), dated as of March 1, 1999, between Value America, Inc., a Virginia corporation (the "Company") and Paul F. Ewert (the "Executive"). The Company and the Executive agree as follows: 1....Employment Agreement • April 5th, 1999 • Value America Inc /Va • Retail-retail stores, nec • Virginia
Exhibit 10.1 COMMON STOCK PURCHASE AGREEMENT Dated as of May 10, 2000 by and between VALUE AMERICA, INC.Common Stock Purchase Agreement • June 12th, 2000 • Value America Inc /Va • Retail-retail stores, nec • New York
RECITALSStockholders Agreement • July 2nd, 1998 • Value America Inc /Va
Exhibit 10.21 EMPLOYMENT AGREEMENT AGREEMENT (the "Agreement"), dated as of October 5, 1998, between Value America, Inc., a Virginia corporation (the "Company") and Glenda Dorchak, residing at 3290 Sandown Place, Keswick, Virginia (the "Executive")....Employment Agreement • January 21st, 1999 • Value America Inc /Va • Retail-retail stores, nec • Virginia
EXHIBIT 10.33 VALUE AMERICA, INC. PREFERRED STOCK PURCHASE AGREEMENT 617,979 SHARES OF 5% CUMULATIVE CONVERTIBLE SERIES B PREFERRED STOCK Dated as of June 26, 1998 TABLE OF CONTENTSPreferred Stock Purchase Agreement • January 21st, 1999 • Value America Inc /Va • Retail-retail stores, nec
EXHIBIT 10.30 CONSULTING AGREEMENT THIS AGREEMENT (the "Agreement"), dated as of November 18, 1998, between Value America, Inc., a Virginia corporation (the "Company"), and the Union Labor Life Insurance Company, a Maryland corporation acting on...Consulting Agreement • January 21st, 1999 • Value America Inc /Va • Retail-retail stores, nec • Virginia
EXHIBIT 10.8 Use for Merchants Which Clear Through Wachovia Bank, N.A. FIRST DATA MERCHANT SERVICES, CORP./WACHOVIA BANK, N.A. ASSIGNMENT, PLEDGE AND SUBORDINATION AGREEMENT This Assignment, Pledge and Subordination Agreement (the "Assignment"), is...Subordination Agreement • January 21st, 1999 • Value America Inc /Va • Retail-retail stores, nec • New York
EMPLOYMENT AGREEMENTEmployment Agreement • January 21st, 1999 • Value America Inc /Va • Retail-retail stores, nec • Virginia
Draft of April 6, 1999 5,000,000 Shares(1) VALUE AMERICA, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 6th, 1999 • Value America Inc /Va • Retail-retail stores, nec • New York
Draft of 9/01/98 5,000,000 Shares(1) VALUE AMERICA, INC. Common Stock UNDERWRITING AGREEMENTValue America Inc /Va • September 1st, 1998 • Retail-retail stores, nec • New York
EXHIBIT 10.19 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is effective as of the 1st day of August, 1997, by and between VALUE AMERICA, INC., a Nevada corporation (the "Company"), and John L. Motley (the "Executive"). In consideration of the mutual...Employment Agreement • January 21st, 1999 • Value America Inc /Va • Retail-retail stores, nec • Virginia
VOTING AGREEMENTVoting Agreement • January 21st, 1999 • Value America Inc /Va • Retail-retail stores, nec • Virginia
EXHIBIT 10.28 SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of January 12, 1999, by and among VALUE AMERICA, INC., a Virginia corporation...Registration Rights Agreement • January 21st, 1999 • Value America Inc /Va • Retail-retail stores, nec
EMPLOYMENT AGREEMENTEmployment Agreement • January 21st, 1999 • Value America Inc /Va • Retail-retail stores, nec • Virginia
EXHIBIT 10.6 PROFESSIONAL SERVICES AGREEMENT _____________________________________ www.bdsinc.com The Professional Services Agreement by and between Business Data Services, Inc. (BDS) and Value America ("Client") sets forth the terms and conditions...Professional Services Agreement • January 21st, 1999 • Value America Inc /Va • Retail-retail stores, nec • Connecticut
Exhibit 10.22 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of June 3, 1998, by and between VALUE AMERICA, INC. (the "Company"), a Virginia corporation, and CAPITAL ADVISERS, L.L.C., a Virginia...Registration Rights Agreement • September 1st, 1998 • Value America Inc /Va • Retail-retail stores, nec
AGREEMENT This Agreement made this 3rd day of December, 1997, by and between Stephen S. Freedman, an individual doing business as Value America, with a principal place of business at 5115 Vernon Ridge Drive, Dunwoody, GA 30338 (hereinafter referred to...Agreement • January 21st, 1999 • Value America Inc /Va • Retail-retail stores, nec • Georgia
EXHIBIT 10.26 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of June 3, 1998, by and between VALUE AMERICA, INC. (the "Company"), a Virginia corporation, and CAPITAL ADVISERS, L.L.C., a Virginia...Registration Rights Agreement • January 21st, 1999 • Value America Inc /Va • Retail-retail stores, nec
EXHIBIT 10.18 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is made as of the 1st day of April, 1996, by and between VALUE AMERICA, INC., a Nevada corporation (the "Company"), and Joseph L. Page (the "Executive"). In consideration of the mutual...Employment Agreement • January 21st, 1999 • Value America Inc /Va • Retail-retail stores, nec • Virginia
CONSENT AGREEMENT This Agreement made this 3rd day of December, 1997, by and between Stephen S. Freedman, an individual doing business as Value America, with a principal place of business at 5115 Vernon Ridge Drive, Dunwoody, GA 30338 (hereinafter...Consent Agreement • January 21st, 1999 • Value America Inc /Va • Retail-retail stores, nec
EXHIBIT 10.34 PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT THIS PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT ("Agreement") is entered into as of January 12, 1999 by and among VALUE AMERICA, INC., a Virginia corporation (the "Company"), VULCAN...Preferred Stock and Warrant Purchase Agreement • January 21st, 1999 • Value America Inc /Va • Retail-retail stores, nec
Exhibit 10.40 EMPLOYMENT AGREEMENT AGREEMENT (the "Agreement"), dated as of March 1, 1999, between Value America, Inc., a Virginia corporation (the "Company"), and Tom Morgan (the "Executive"). The Company and the Executive agree as follows: 1....Employment Agreement • April 5th, 1999 • Value America Inc /Va • Retail-retail stores, nec • Virginia
R E C I T A LRegistration Rights Agreement • January 21st, 1999 • Value America Inc /Va • Retail-retail stores, nec • Virginia
AGREEMENTAgreement • March 18th, 1999 • Value America Inc /Va • Retail-retail stores, nec
WITNESSETH:Value America Inc /Va • January 21st, 1999 • Retail-retail stores, nec • Virginia
No. B- FORM OF WARRANT TO PURCHASEWarrant Purchase Agreement • January 21st, 1999 • Value America Inc /Va • Retail-retail stores, nec
