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).
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
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:
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,
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
LOCK-UP AGREEMENTLock-Up Agreement • June 6th, 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
Re: Amendment to Services Agreement and Convertible Promissory Note, each dated July 26, 2004; Second Amendment to Services Agreement and Warrant, each dated September 14, 2004Nuvim Inc • June 6th, 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 letter dated March 28, 2005, I extended such date to April 30, 2005. By further letter dated April 29, 2005, I extended such date to May 31, 2005. By this letter, I hereby agree that as follows:
