Notice of Conversion under Agreement between Northeast LCD Capital, LLC and Lucid, Inc.
Northeast LCD Capital, LLC has notified Lucid, Inc. that it is choosing to receive a fee, as defined in their agreement dated July 9, 2010 (and amended June 16, 2011), in the form of Lucid's common stock. This conversion is conditional on Lucid completing its initial public offering (IPO) before January 1, 2012. If the IPO occurs by that date, Lucid will issue the shares to Northeast LCD Capital, LLC. Both parties have agreed to this notice as of September 2, 2011.
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 |
