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”).
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 100,000 UNITS of NUVIM, INC. Void...Purchase Warrant • March 31st, 2005 • Nuvim Inc • 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 180 days after the Effective Date (defined below) until 5 p.m. Pacific Time on the fifth anniversary of the Effective Date, up to 100,000 Units (hereinafter defined) at the Exercise Price (hereinafter defined).
1,000,000 Units NuVim, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • March 31st, 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
No. ____.Z-___________ ___________ Class B WarrantsWarrant Agreement • March 31st, 2005 • Nuvim Inc • 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
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
March 28, 2005Services Agreement • March 31st, 2005 • Nuvim Inc • 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:
Re: Spencer Trask Specialty Group LLC Debt Extinguishment TransactionDebt Extinguishment Transaction • March 31st, 2005 • Nuvim Inc • Wholesale-farm product raw materials
This letter sets forth the terms of our mutual agreement to enact a restructuring of certain debt and equity interests held by Kevin Kimberlin Partners L.P., Spencer Trask Specialty Group LLC, Spencer Trask Private Equity Fund I LP and Spencer Trask Private Equity Fund II LP and any other related or predecessor entities (all of the foregoing entities are hereafter referred to as “Spencer Trask”), and Stolle Milk Biologics, Inc. (“Debt and Equity Interests”), concurrent with the closing of an initial public offering (“IPO”) of Nuvim Inc.’s (“NuVim”) common stock. Your agreement to the restructuring events described below is an integral part of the proposed stock offering and will be included in the prospectus to investors.
SECURITY AGREEMENTSecurity Agreement • March 31st, 2005 • Nuvim Inc • Wholesale-farm product raw materials • New York
SECURITY AGREEMENT, dated as of January 31, 2002 made by and between Nuvim, Inc. a Delaware corporation (the “Debtor”) and Spencer Trask Specialty Group LLC, a Delaware limited liability company (the “Secured Party”).
