Common use of Note Conversion Clause in Contracts

Note Conversion. Certain of the Investors (the “Noteholders”) as set forth on Exhibit A, have made loans to the Company pursuant to those certain 8% Unsecured Convertible Promissory Notes issued by the Company in the aggregate principal amount of $2,000,000 dated March 20, 2009 (collectively, the “Bridge Notes”), the principal and interest outstanding under which automatically convert (the “Note Conversion”) into shares of Series B Stock at a price per share equal to $1.376. In conjunction with the transactions set forth in Section 1.2 and pursuant to the Note Conversion, the Company will issue an aggregate of 1,461,993 shares of Series B Stock upon the conversion of all Bridge Notes (consisting of $2,000,000 principal amount plus accrued interest) pursuant to the terms of this Agreement and the Bridge Notes. Each Noteholder acknowledges and agrees that the issuance by the Company of the number of shares of Series B Stock set forth opposite such Noteholder’s name on Exhibit A constitutes payment in full of all principal, accrued interest and any other amounts due under the Convertible Notes held by such Noteholder. At the Closing, the Bridge Notes will be terminated in their entirety and shall be of no further force and effect, and the Noteholders agree to surrender the Bridge Notes to the Company for cancellation.