Nuvim – Contract (August 28th, 2006)
Exhibit 10.45 Richard Clark c/o dick clark productions, inc. 9200 Sunset Blvd., 10th Floor Los Angeles, CA 90069 Reference is made to those certain Promissory Notes dated on or about December 4, 2004 in the aggregate principal amount of $500,000 issued by NuVim, Inc. ("NuVim") to Richard Clark, as payee (as modified through the date hereof, the "Notes"). NuVim acknowledges that, in accordance with the terms of a certain Participation Agreement among Mr. Clark, Stanley Moger and NuVim, made as of August 11, 2004 (the "Participation Agreement"), Mr. Moger is an equal participant in the Notes, and that he is entitled to one-half of the benefits conferred to Mr. Clark with respect thereto. This letter sets forth our understanding with regard to the agreement of Mr. Clark and Mr. Moger to extend the Maturity Date of the Notes to January 15, 2009. In consideration of such agreement, NuVim hereby agrees to the following: 1. Recognizing the effect of the Participation Agreement on the e
Nuvim – W I T N E S S E T H (December 2nd, 2004)
WHEREAS, Borrower is the exclusive distributor of the NuVim drink supplement and the exclusive licensee of the NuVim trademark; and
Nuvim – Nuvim, Inc. Convertible Note (December 2nd, 2004)
THIS 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 – Form of Secured Promissory Note (December 2nd, 2004)
FOR VALUE RECEIVED, NuVim, Inc., a Delaware corporation having an address at 2 Route 17 North Paramus, New Jersey 07652 (Borrower), by this Note unconditionally promises to pay to the order of Richard Clark, an individual having an address at c/o Dick Clark Productions, Inc., 3003 West Olive Avenue, Burbank, CA 91505 (Payee) or at such other place as Payee may direct in writing, in lawful money of the United States of America, the principal amount of ______________________ __________________ ($____________) DOLLARS (the Principal Amount), together with accrued interest thereon, on the Maturity Date, as defined below.