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”).
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 150,000 UNITS of NUVIM, INC. Void...Nuvim Inc • December 2nd, 2004 • OregonThis 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 on or after ______________, 2005 and on or before ____________, 2010, up to 150,000 Units (hereinafter defined) at the Exercise Price (hereinafter defined).
WARRANT AGREEMENT BETWEEN NUVIM, INC. AND [_______________] STOCK TRANSFER & TRUST COMPANY DATED AS OF _____________________Warrant Agreement • December 2nd, 2004 • Nuvim Inc • New York
This Agreement, dated as of _____________, 200__, is between NuVim, Inc., a Delaware corporation (the “Company”), and [_________] Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
1,500,000 Units NuVim, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • December 2nd, 2004 • Nuvim Inc • Oregon
Paulson Investment Company, Inc. As Representative of the several Underwriters 811 SW Naito Parkway, Suite 200 Portland, Oregon 97204
EMPLOYMENT AGREEMENTEmployment Agreement • December 2nd, 2004 • Nuvim Inc • New York
Employment Agreement, executed this 9th day of September, 2004 between NuVim Inc., a Delaware corporation (the “Company”), and John L. Sullivan (“Employee”).
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
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
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).
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”,
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
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
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.
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”).
AMENDED AND RESTATED SUPPLY AGREEMENT BETWEEN STOLLE MILK BIOLOGICS, INC. AND NUVIM, INC.Supply Agreement • December 2nd, 2004 • Nuvim Inc • Ohio
Supply 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, NJ 07652.
AMENDMENT TO PROCESSING AND PROCESSING AGREEMENTProcessing and Processing Agreement • December 2nd, 2004 • Nuvim Inc
The Agreement made and entered into June 27,2000 by and between Clover Farms Dairy Company and NuVim Inc., is hereby amended as follows effective April 1, 2003
AMENDMENT TO SERVICES AGREEMENTTo Services Agreement • December 2nd, 2004 • Nuvim Inc
This AMENDMENT TO SERVICES AGREEMENT is entered into this 26th day of July, 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.
PROCESSING AND PACKAGING AGREEMENTProcessing and Packaging Agreement • December 2nd, 2004 • Nuvim Inc
THIS AGREEMENT, made and entered into this 27 day of June, 2000, by and between Clover Farms Dairy Company, with principal offices at 3300 Pottsville Pike, P.O. Box 14627, Reading, Pennsylvania 19612 (hereinafter referred to as CFD), and NuVim Inc., with principal offices at 12 Route 17 North, Suite 210, Paramus, New Jersey, 07652 (hereinafter referred to as NuVim).
WARRANT TO PURCHASE STOCK OF NUVIM, INC. Date of Grant: July 26, 2004 Void after July 26, 2014Nuvim Inc • December 2nd, 2004 • DelawareFor purposes of this paragraph 3(b), the fair market value of one Share as of a particular date shall be determined as follows: (i) if the Company has filed a Registration Statement/Prospectus on Form S-1 (the “Registration Statement/Prospectus”), the public offering price per share of the Company’s Common Stock on the effective date of the Registration Statement/Prospectus or any post-effective amendment thereto or (ii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Company’s Board of Directors of the Company; provided, that, if the Warrant is being exercised upon the closing of the Company’s initial public offering of its Common Stock, the value will be the initial public offering price of one share of Common Stock specified in the final prospectus with respect to such offering.
