E-1Nuvim Inc • April 21st, 2006 • Wholesale-groceries & related products • New Jersey
EXHIBIT 99.7 CONSULTING AGREEMENT THIS AGREEMENT is made and entered into this 6th day of July, 2007, between Wall Street Management & Capital, Inc., located at 531 Estates Place, Longwood, FL 32779, (hereinafter referred to as "WSMC") and NuVim,...Consulting Agreement • July 11th, 2007 • Nuvim Inc • Wholesale-groceries & related products • Florida
April 10, 2006Placement Agent Agreement • April 21st, 2006 • Nuvim Inc • Wholesale-groceries & related products • Oregon
NUVIM, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • December 2nd, 2004 • Nuvim Inc • Delaware
THIS AGREEMENT is entered into, effective as DATE of by and between NUVIM, INC., a Delaware corporation (the “Company”), and INDEMNITEE (“Indemnitee”).
DICK CLARK/STANLEY MOGER CONSENT Reference is made to that certain Loan Agreement, dated as of July 26, 2004, between Dick Clark ("Lender") and NuVim, Inc. ("Borrower") ("Loan Agreement"), those certain Notes issued by Borrower to Lender pursuant to...Nuvim Inc • March 31st, 2006 • Wholesale-groceries & related products
NUVIM, INC.Nuvim Inc • March 31st, 2006 • Wholesale-groceries & related products • New York
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND IS NOT TRANSFERABLE EXCEPT AS PROVIDED HEREIN NuVim, Inc. PURCHASE WARRANT Issued to: PAULSON INVESTMENT COMPANY, INC. Exercisable to Purchase 270,000 UNITS of NUVIM, INC. Void...Nuvim Inc • June 6th, 2005 • Wholesale-farm product raw materials • Oregon
This is to certify that, for value received and subject to the terms and conditions set forth below, the Warrantholder (hereinafter defined) is entitled to purchase, and the Company promises and agrees to sell and issue to the Warrantholder, at any time commencing one hundred eighty (180) days after the Effective Date (defined below) until 5:00 p.m. Pacific Time on the fifth anniversary of the Effective Date, up to 270,000 Units (hereinafter defined) at the Exercise Price (hereinafter defined).
WARRANT AGREEMENT BETWEEN NUVIM, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANY DATED AS OF APRIL __, 2005Warrant Agreement • March 31st, 2005 • Nuvim Inc • Wholesale-farm product raw materials • New York
This Agreement, dated as of April __, 2005, is between NuVim, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
2,700,000 Units NuVim, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • June 6th, 2005 • Nuvim Inc • Wholesale-farm product raw materials • Oregon
Paulson Investment Company, Inc. As Representative of the several Underwriters 811 SW Naito Parkway, Suite 200 Portland, Oregon 97204
NUVIM, INC. Employment AgreementEmployment Agreement • February 3rd, 2005 • Nuvim Inc • Wholesale-farm product raw materials • New Jersey
This Employment Agreement, dated as of December 1, 2004, between NuVim, Inc., a Delaware corporation (the Company”), and Michael Vesey (“Employee”).
No. ____.Z-___________ ___________ Class B WarrantsNuvim Inc • March 31st, 2005 • Wholesale-farm product raw materials
This Warrant Certificate is subject to all of the terms, provisions and conditions of the Warrant Agreement, dated as of _____________, 2005, between the Company and the Warrant Agent, to all of which terms, provisions and conditions the registered holder of this Warrant Certificate consents by acceptance hereof. The Warrant Agreement is incorporated herein by reference and made a part hereof and reference is made to the Warrant Agreement for a full
NUVIM, INC. CONVERTIBLE NOTENuvim Inc • December 2nd, 2004 • New YorkTHIS NOTE AND THE COMMON STOCK INTO WHICH IT IS CONVERTIBLE (COLLECTIVELY, THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR UNDER THE LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED OR SOLD UNLESS THEY ARE REGISTERED UNDER THE ACT AND UNDER THE LAWS OF THE STATES WHERE EACH SALE IS MADE, OR AN EXEMPTION FROM REGISTRATION REQUIREMENTS IS AVAILABLE IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY.
NUVIM, INC. SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 2nd, 2004 • Nuvim Inc • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 2, 2004, is made by and among NUVIM, INC. (the “Company”) and the holders of Series A Preferred Stock, par value $0.00001 per share (“Series A Stock”), of the Company (the “SERIES A INVESTORS”), and the holders of Series C Convertible Preferred Stock, par value $0.00001 per share (“Series C Stock”), of the Company (the “SERIES C INVESTORS” and together with the Series A Investors, the “Investors” and each individually, an “Investor”) executing a copy hereof from time to time after the date hereof.
NUVIM, INC. SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • December 2nd, 2004 • Nuvim Inc • New York
THIS SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of August 2, 2004, by and among NUVIM, INC., a Delaware corporation (the “Company”), each of the MANAGEMENT STOCKHOLDERS (as defined below), each of the PRINCIPAL STOCKHOLDERS (as defined below), the holders of shares of Series A Preferred Stock, par value $0.00001 per share (“Series A Stock”), of the Company (the “SERIES A INVESTORS” and, together with the Management Stockholders and the Principal Stockholders, the “Original Investors”), and the holders of shares of Series C Convertible Preferred Stock, par value $0.00001 per share (“Series C Stock”), of the Company (the “SERIES C INVESTORS” and, together with the Series A Investors, the “Equity Investors”), who are now or who may hereafter become, signatories and/or parties hereto. Each of the Management Stockholders, Principal Stockholders, Series A Investors and Series C Investors is sometimes referred to herein individually as a “Stockholder” and
LOCK-UP AGREEMENTLock-Up Agreement • February 3rd, 2005 • Nuvim Inc • Wholesale-farm product raw materials • Oregon
PAULSON INVESTMENT COMPANY, INC. As Representative of the several Underwriters named in Schedule I to the Underwriting Agreement referred to below 811 SW Naito Parkway Portland, Oregon 97204
AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • December 2nd, 2004 • Nuvim Inc • Ohio
This Amended and Restated License Agreement, dated as of May 1, 2004, by and between Stolle Milk Biologics, Inc. (“SMBI”), a Delaware corporation, with its principal office at 6954 Cornell Road, Suite 400, Cincinnati, Ohio 45242, and NuVim, Inc. (“NuVim”), a Delaware corporation, with its principal office at 12 Route 17, Suite 210, Paramus, New Jersey 07652.
Lease, dated Dec.8, 1999, between PARAMUS PLAZA IV ASSOCIATES having an office at 12 Route 17 North, Paramus, NJ 07652 (herein called “the Landlord”),and NU VIM INCORPORATED having an office at 12 Route 17 North, Paramus, NJ 07652Nuvim Inc • December 2nd, 2004
FIRST. Demise of Premises, Term and Rent. The Landlord does hereby lease and demise to the Tenant, and the Tenant does hereby hire and take from the Landlord, subject and subordinate to the underlying first mortgages (as defined in Article Thirteenth hereof), and upon and subject to the covenants, agreements, terms, provisions and conditions of this Lease, for the term hereinafter stated, the space(s) substantially as shown hatched on the diagram(s) attached hereto as Exhibit A and designated as Second Floor of the building known as Paramus Plaza IV (herein called “the Building”), situated upon a plot of land (herein called “the Land”) in the Borough of Paramus together with all fixtures, equipment, improvements, installations and appurtenances which at the commencement of or during the term of this Lease are thereto attached (except items not deemed to be included therein and removable by the Tenant as provided in Article Fourth hereof); which space(s), fixtures, equipment, improvemen
AMENDMENT TO AGREEMENTAgreement • June 6th, 2005 • Nuvim Inc • Wholesale-farm product raw materials
Spencer Trask Private Equity Fund I LP, Spencer Trask Private Equity Fund II LP, Spencer Trask Specialty Group, LLC, Kevin Kimberlin Partners LP and NuVim, Inc. agree to further amend their December 31, 2004 agreement, as previously amended on March 28, 2005 and May 2, 2005, as follows:
FIRST AMENDMENT TO LEASELease • December 2nd, 2004 • Nuvim IncFor 2,572 rentable square feet of Leased Premises, located on the second floor of Paramus Plaza IV, 12 Route 17 North, Paramus, New Jersey 07652;
ContractLicense Agreement • December 2nd, 2004 • Nuvim Inc • New York
This Consent to Grant of Security Interest, Waiver, Subordination and Amendment Agreement is entered into this 5th day of August, 2004 by Stolle Milk Biologics, Inc. (“SMBI”), a Delaware corporation, and NuVim, Inc. (“NuVim”), a Delaware corporation, for the benefit of Dick Clark or an entity owned or controlled by Dick Clark (collectively, “Clark”).
FORM OF SUBORDINATION AGREEMENTForm of Subordination Agreement • December 2nd, 2004 • Nuvim Inc • New York
This SUBORDINATION AGREEMENT, dated July ___, 2004, is made by _________ a [state] corporation (the “Subordinated Creditor”), and NuVim, Inc., a Delaware corporation (the “Borrower”), in favor of Dick Clark, an individual (“Clark”), party to the Loan Agreement (as defined subsequently).
AMENDMENT TO AGREEMENTAgreement • May 4th, 2005 • Nuvim Inc • Wholesale-farm product raw materials
Spencer Trask Private Equity Fund I LP, Spencer Trask Private Equity Fund II LP, Spencer Trask Specialty Group, LLC, Kevin Kimberlin Partners LP and NuVim, Inc. agree to further amend their December 31, 2004 agreement, as previously amended on March 28, 2005, as follows:
Second Amendment to LeaseSecond Amendment to Lease • December 2nd, 2004 • Nuvim Inc
PARAMUS PLAZA IV PARTNERS LLC, successor in interest to Paramus Plaza IV Associates, having an office at POB 224, Brooklyn NY, 11204, hereinafter referred to as “Landlord”,
WARRANT AGREEMENT BETWEEN NUVIM, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANY DATED AS OF MAY ____, 2005Warrant Agreement • May 4th, 2005 • Nuvim Inc • Wholesale-farm product raw materials • New York
This Agreement, dated as of May ___, 2005, is between NuVim, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
LOAN AGREEMENT entered into as of July 26, 2004, between DICK CLARK (“Lender”), and NUVIM, INC. (“Borrower”).Loan Agreement • December 2nd, 2004 • Nuvim Inc • New York
WHEREAS, Borrower is the exclusive distributor of the “NuVim” drink supplement and the exclusive licensee of the “NuVim” trademark; and
AMENDMENT OF MARCH 28, 2005 MODIFICATION AND EXTENSION AGREEMENTModification and Extension Agreement • June 6th, 2005 • Nuvim Inc • Wholesale-farm product raw materials
WHEREAS, Stolle Milk Biologics, Inc. (“SMBI”), a Delaware corporation, and NuVim, Inc. (“NuVim”), a Delaware corporation, entered into a variety of agreements detailed with the parties’ Modification and Extension Agreement dated as of March 28, 2005 (the “Agreement”)and,
AGREEMENT WITH NUVIM, INCAgreement • December 2nd, 2004 • Nuvim Inc • California
This contract entered into this 20th day of February, 2000, will set forth the agreement between NuVim, Inc., a Delaware corporation (hereinafter “Client”), and Olive Enterprises, Inc., a Pennsylvania corporation (hereinafter “Olive”), which is furnishing the services of Dick Clark (hereinafter “Clark”), as follows:
SECURITY AGREEMENTSecurity Agreement • December 2nd, 2004 • Nuvim Inc • New York
WHEREAS, the parties hereto have entered into that certain Loan Agreement, dated as of July 26, 2004, pursuant to which Secured Party has agreed to provide Debtor with certain financial accommodations, and Debtor has agreed to enter into certain other agreements; and
MODIFICATION AND EXTENSION AGREEMENTModification and Extension Agreement • March 31st, 2005 • Nuvim Inc • Wholesale-farm product raw materials
WHEREAS, Stolle Milk Biologics, Inc. (“SMBI”), a Delaware corporation, and NuVim, Inc. (“NuVim”), a Delaware corporation, entered into an Amended and Restated Supply Agreement (the “Supply Agreement”) and an Amended and Restated License Agreement (the “License Agreement”), each dated as of May 1, 2004; and
ContractNuvim Inc • December 2nd, 2004 • DelawareTHIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. NO SALE OR DISPOSITION OF THIS WARRANT MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.
WARRANT AGREEMENT BETWEEN NUVIM, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANY DATED AS OF JUNE ____, 2005Warrant Agreement • June 6th, 2005 • Nuvim Inc • Wholesale-farm product raw materials • New York
This Agreement, dated as of June ___, 2005, is between NuVim, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
AMENDED & RESTATED CONVERSION AGREEMENT dated as of May 31, 2005, between DICK CLARK (“Lender”), and NUVIM, INC. (“Borrower”).Conversion Agreement • June 6th, 2005 • Nuvim Inc • Wholesale-farm product raw materials
WHEREAS, Borrower is the exclusive distributor of the “NuVim” drink supplement and the exclusive licensee of the “NuVim” trademark; and
SECOND AMENDMENT TO SERVICES AGREEMENTServices Agreement • December 2nd, 2004 • Nuvim Inc
This SECOND AMENDMENT TO SERVICES AGREEMENT is entered into this 14th day of September, 2004, between NuVim, Inc., a Delaware corporation (“Client”), and Olive Enterprises, Inc., a Pennsylvania corporation (“Olive”), which is furnishing the services of Dick Clark (“Clark”), and amends that certain Agreement with NuVim, Inc. entered into February 20, 2000 (the “Original Services Agreement”), as amended by that certain letter agreement dated November 3, 2003, and the Amendment to Services Agreement dated July 26, 2004 (the “First Amendment”; the Original Services Agreement, as amended by the First Amendment and this Second Amendment, the “Agreement”).
March 28, 2005Nuvim Inc • March 31st, 2005 • Wholesale-farm product raw materials
Under the terms of the above-referenced documents, the passage of the date January 1, 2005 triggers certain rights to me. By letter date November 3, 2004, I extended such date to March 31, 2005. By this letter, I hereby agree that as follows:
CONVERSION AGREEMENT dated as of April 30, 2005, between DICK CLARK (“Lender”), and NUVIM, INC. (“Borrower”).Conversion Agreement • May 4th, 2005 • Nuvim Inc • Wholesale-farm product raw materials
WHEREAS, Borrower is the exclusive distributor of the “NuVim” drink supplement and the exclusive licensee of the “NuVim” trademark; and
