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.
