THIS
PROMISSORY NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON
CONVERSION
HEREOF, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED
(THE "SECURITIES ACT"), NOR UNDER ANY STATE SECURITIES LAW AND MAY
NOT BE SOLD,
PLEDGED, OFFERED FOR SALE, ASSIGNED OR TRANSFERRED UNLESS (A) A
REGISTRATION
STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES
ACT, AND ANY
APPLICABLE STATE SECURITIES LAW REQUIREMENTS HAVE BEEN MET OR (B)
EXEMPTIONS
FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT AND THE
REGISTRATION
OR QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS
ARE AVAILABLE.
$
------------------
Principal Amount of
Bridge Note
NUVIM, INC.
SECURED CONVERTIBLE PROMISSORY NOTE
_______________, 2005
1. Secured
Note. FOR VALUE RECEIVED, NuVim, Inc., a Delaware corporation
(the "Borrower"), promises to pay to the order of
___________________ (the
"Bridge Note Lender"), the principal amount of __________________
Thousand
Dollars ($______) (the "Note"). The unpaid balance of the principal
amount shall
accrue interest at the rate of one percent (1%) per month;
provided, however,
that in no event shall the rate of interest calculated hereunder
exceed the
maximum amount allowed by law and to the extent such interest is in
excess of
such maximum, the rate shall be automatically reduced to such
maximum amount.
Such interest shall be payable on the first day of each month,
unless earlier
converted or redeemed as provided herein. If any payment under this
Note becomes
due on a day on which banks in New York City are required or
permitted by law to
remain closed, such payment shall be made on the next succeeding
business day on
which such banks are open, and such extension of time shall be
included in
computing interest in connection with such payment. The Bridge Note
Lender shall
be entitled to deduct six percent (6%) of the face value of the
Note as prepaid
interest at the time of closing. Accordingly, no additional
interest shall be
due until the Seventh (7th) month after the closing.
In the
event of Borrower's default in the payment of any amounts due
and
payable hereunder, default interest shall accrue at the rate of one
and one-half
percent (1.5%) per month from the date of such default until the
date of
repayment; provided, however, that in no event shall the rate of
interest
calculated hereunder exceed the maximum amount allowed by law and
to the extent
such interest is in excess of such maximum, the rate shall be
automatically
reduced to such maximum amount. All default interest shall be
payable on demand.
This Note
is one in a series of similar notes up to a maximum aggregate
loan amount of five hundred fifty thousand dollars ($500,000) (the
"Bridge Loan
Offering") being made by various bridge note lenders introduced to
the Borrower
by Midtown Partners & Co., LLC ("Midtown Partners"), the
placement agent of the
Bridge Loan Offering. There is no minimum note amount in order to
close the
Bridge Loan Offering. Repayment of this Note and all other similar
notes issued
in the Bridge Loan Offering shall be secured by a lien on all
tangible and
intangible assets of the Borrower, as evidenced by a UCC-1 filing,
which
security interest shall be subordinate to current secured
indebtedness of the
Borrower up to a maximum of five hundred thousand dollars
($500,000).
<PAGE>
NuVim, Inc.
Secured Convertible Promissory Note
Page 2
2.
Maturity. Except as otherwise provided herein, the principal
and
interest hereunder shall become due and payable in full on the date
six (6)
months from the first Closing. The first Closing of the Bridge
Note(s) Offering,
which shall be on such date as the Borrower and Midtown Partners
& Co., LLC
("Midtown Partners"), the Placement Agent, shall mutually agree
(the "Closing").
There may be one or more closings, as agreed upon by the Borrower
and Midtown
Partners.
3.
Redemption. Borrower may redeem any or all amounts due under
this
Bridge Note at any time in readily available funds, upon three (3)
business
days' prior written notice, in its sole discretion. In order to
redeem this
Bridge Note, the Borrower shall pay to the Bridge Note Lender one
hundred ten
percent (110%) of the principal amount of this Note, plus all
accrued and unpaid
interest, subject to the maximum amount of interest allowed to be
charged by
law. The foregoing notwithstanding, in the event that the Borrower
redeems the
Bridge Note prior to Maturity, any prepaid interest in the hands of
the Bridge
Note Lender pursuant to Section 1 hereof that has not yet accrued
shall be
offset against the payment due upon redemption. In its sole
discretion, the
Borrower shall have the right to redeem a portion of the bridge
notes issued in
the Bridge Loan Offering, if it elects to not redeem all of the
bridge notes.
The redemption shall not affect the Bridge Note Lender's rights to
receive the
Warrants provided for in paragraph 4 hereof.
4.
Warrants . At the Closing, each Bridge Note Lender will receive
warrants to purchase a number of shares of the Borrower's Common
Stock equal to
the one warrant share for each dollar invested (the "Warrants").
Such Warrants
shall be exercisable for three (3) years from the first Closing
date and shall
be exercisable at forty cents ($0.40) per share, subject to
adjustment in the
event of stock splits, reverse stock splits and other similar
events of
recapitalization. In the event of default (as defined below), the
Borrower sh
