March 28, 2005
EXHIBIT 10.14.2
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March 28, 2005 |
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Xxxx Xxxxxxx |
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00 Xxxxx 00 Xxxxx |
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Xxxxxxx, XX 00000 |
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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, 2004 |
Dear Xxxx:
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:
Under Section 2.1(b) of the Convertible Promissory Note, I am entitled to an “Optional Conversion” if NuVim Inc. has not consummated the IPO (as defined therein) before January 1, 2005. By this letter, I hereby agree to further amend the date January 1, 2005 to April 30, 2005.
Under Section 2(b)(ii) of the Warrant, I am entitled to exercise the Warrant in accordance with the terms of the Warrant on or after January 1, 2005. By this letter, I hereby agree to further amend the date January 1, 2005 to April 30, 2005.
Nothing contained in this letter or my letter of November 3, 2004 shall impact upon the date after which interest begins to accrue at the default rate of interest under the Convertible Promissory Note or under any other note or instrument issued by NuVim Inc. to me.
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Very truly yours, |
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/s/ XXXX XXXXX |
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Xxxx Xxxxx |
