NOTICE OF CONVERSION
Exhibit 10.34
NOTICE OF CONVERSION
TO: Lucid, Inc.
Pursuant to the terms and conditions of that certain Agreement dated as of July 9, 2010 between Northeast LCD Capital, LLC (“Northeast”) and Lucid, Inc. (“Lucid”), as amended by Amendment No. 1 dated as of June 16, 2011 (as so amended, the “Agreement”), Northeast hereby irrevocably elects to take payment of the Fee, as that term is defined in the Agreement, in the form of shares of the common stock of Lucid, provided only that the IPO, as that term is defined in the Agreement, occurs prior to January 1, 2012, and requests that the certificate for such shares be issued in the name of and delivered to Northeast LCD Capital, LLC, c/o C. Wesley Crowell, Bergen & Parkinson, LLC, 62 Portland Road, Suite 25, Kennebunk, Maine 04043.
| Dated: September 2, 2011 | Northeast LCD Capital, LLC | |
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| By: | /s/ C. Wesley Crowell |
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| Name: | C. Wesley Crowell |
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| Title: | Manager |
Agreed and accepted this 2nd day of September, 2011:
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| Lucid, Inc. | |
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| By: | /s/ Jay M. Eastman |
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| Name: | Jay M. Eastman |
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| Title: | Chief Executive Officer |
