**Exhibit 10.90**

** **

**THE SECURITIES REPRESENTEDHEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,OR APPLICABLE STATE SECURITIES LAWS (COLLECTIVELY, THE “LAWS”). THESECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FORSALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF EITHER (I) ANEFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE LAWS, OR (II) ANOPINION OF COUNSEL PROVIDED TO THE ISSUER IN FORM, SUBSTANCE AND SCOPEREASONABLY ACCEPTABLE TO THE ISSUER TO THE EFFECT THAT REGISTRATION IS NOTREQUIRED UNDER THE LAWS DUE TO AN AVAILABLE EXCEPTION TO OR EXEMPTION FROM THEREGISTRATION REQUIREMENTS OF THE LAWS**.

 

| **DATE:   December 28, 2009** | ** ** | **U.S.  $673,079.00** |
|----------------------------------------------|------------|-----------------------|

** **

**BIO-KEY INTERNATIONAL, INC.**

** **

**SEVEN PERCENT (7%) CONVERTIBLE NOTE**

** **

FOR VALUE RECEIVED, BIO-KEYINTERNATIONAL, INC., a corporation duly organized and validly existing underthe laws of the State of Delaware, U.S.A. (the “Company”), promises topay to the order of THE SHAAR FUND, LTD., the registered holder hereof and itssuccessors and assigns (the “Holder”), Six Hundred Seventy-ThreeThousand and Seventy-Nine Dollars ($673,079.00), and to pay interest on theprincipal sum outstanding, at the rate of seven percent (7%) per annum,compounded annually.  Except as providedin Section 5 below, principal and interest outstanding on this Note fromtime to time shall not be payable in cash but shall be payable in shares of theCompany’s common stock, par value $.0001 per share (the “Common Stock”),as set forth herein at the Holder’s option. The interest so payable will be paid to the person in whose name thisNote (or one or more predecessor Notes) is registered on the records of theCompany regarding registration of the Note (the “Note Register”).

 

This Note is subject to thefollowing additional provisions:

 

1.             Note Exchangeable.  The Note is exchangeable at any time for anequal aggregate principal amount of Notes of different authorizeddenominations, as requested by the Holder surrendering the same without the Company’swritten consent. No service charge will be made for such registration ortransfer or exchange.

 

2.             Withholding. The Company shall be entitled to withhold from all payments of principalor interest pursuant to this Note any amounts required to be withheld under theapplicable provisions of the United States income tax or other applicable lawsat the time of such payments.

 

3.             Transfer/Exchange of Note; Legend.

 

(a)           This Note has been issued subject to investmentrepresentations of the original purchaser hereof and may be transferred orexchanged only in compliance with the Securities Act of 

 

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1933, as amended (the “1933 Act”) andapplicable state securities laws. Prior to due presentment for transfer of thisNote, the Company and any agent of the Company may treat the person in whosename this Note is duly registered on the Company’s Note Register as the ownerhereof for the purpose of receiving payment as herein provided and for allother purposes, whether or not his Note be overdue, and neither the Company norany such agent shall be affected or bound by notice to the contrary.  If presentment for transfer is made, theparties agree hereunder to execute any and all documents necessary toeffectuate said transfer within thirty (30) days of presentment.

 

(b)           The Holder understands and acknowledges by its acceptancehereof that (i) except as provided herein, this Note and the shares ofCommon Stock issuable upon conversion thereof as herein provided (“ConversionShares”) have not been and are not being registered under the 1933 Act orany state securities laws, and may not be offered for sale, sold, assigned ortransferred unless (a) subsequently registered thereunder, or (b) pursuantto an exemption from such registration; (ii) any sale of such securitiesmade in reliance on Rule 144 promulgated under the 1933 Act may be madeonly in accordance with the terms of said Rule and further, if said Rule isnot applicable, any resale of such securities under circumstances in which theseller (or the person through whom the sale is made) may be deemed to be anunderwriter (as that term is defined in the 1933 Act) may require compliancewith some other regulation and/or exemption under the 1933 Act or the rules andregulations of the United States Securities and Exchange Commission (the “SEC”)thereunder; and (iii) neither the Company nor any other person is underany obligation, other than as provided herein to register such securities underthe 1933 Act or any state securities laws or to comply with the terms andconditions of any exemption thereunder.

 

(c)           Any Conversion Shares issued upon conversion of this Noteshall, if and only to the extent required by law, bear legends in similar formto the legends set forth on the first page of this Note.

 

4.             Conversion of Note into Common Stock; No Prepayment.

 

(a)           The Holder of this Note is entitled, at its option at anytime or from time to time to convert all or a portion of the original principalface amount of this Note, and all or a portion of the interest accrued hereon,into shares of Common Stock, at the Conversion Price.  The Conversion Price shall be equal to thelower of (i) the average closing price of the Company’s Common Stock asquoted by Bloomberg for the ten (10) trading days prior to the date thatthe notice of conversion is transmitted to the Company, and (ii) $0.30(subject to adjustment as provided in Section 8(b) below).  Each conversion shall be achieved bysubmitting to the Company a notice of conversion, in the form attached heretoas Exhibit A (the “Notice of Conversion”) executed by theHolder of this Note evidencing such Holder’s intention to convert this Note orthe specified portion.  If such notice ofconversion is submitted via facsimile to the Company, the Holder need not sendan original notice to the Company.  TheCompany and the Holder shall each keep records with respect to the portion ofthis Note then being converted and all portions previously converted; uponreceipt by the Holder of the requisite Conversion Shares, the outstandingprincipal amount of the Note or the accrued interest hereon, or both, shall bereduced by the amount specified in the Notice of Conversion resulting in suchConversion Shares. If no amount shall be specified, the applicable reductionshall be applied first to the accrued interest and then to the outstandingprincipal amount.  The Company may fromtime to time, but is not required to, instruct the Holder and the Holder 

 

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shall surrender this Note along with thenotice of conversion for the purposes of making a notation thereon as to theamount of principal or interest, or both, being converted, or of canceling thisNote and issuing a new Note in the same form with the principal amount of suchNote reduced by the amount converted. Such new or notated Note shall bedelivered to the Holder within three (3) business days after such Holder’ssurrender to the Company. No fractional shares or scrip representing fractionsof shares will be issued on conversion, but the number of shares issuable shallbe rounded to the nearest whole share. The date on which a notice of conversionis given (the “Conversion Date”) shall be deemed to be the date on whichnotice of conversion is submitted via facsimile to the Company, or if thenotice of conversion is not submitted by facsimile to the Company, the date thenotice of conversion is otherwise delivered to the Company.

 

In all cases, the Companyshall deliver the Conversion Shares to the Holder within five (5) businessdays after the Conversion Date with respect to such Conversion Shares beingdelivered, and at the address specified in the Notice of Conversion.

 

Notwithstandinganything herein to the contrary, the Holder shall not have the right, and theCompany shall not have the obligation, to convert all or any portion of theNote if and to the extent that the issuance to the Holder of shares of CommonStock upon such conversion would result in the Holder being deemed the “beneficialowner” of more than 4.9% of the then outstanding shares of Common Stock withinthe meaning of Section 13(d) of the Securities Exchange Act of 1934,as amended, and the rules promulgated hereunder.  If any court of competent jurisdiction shalldetermine that the foregoing limitation is ineffective to prevent the Holderfrom being deemed the beneficial owner of more than 4.9% of the thenoutstanding shares of Common Stock, then the Company shall redeem so much ofsuch Holder’s Note as necessary to cause such Holder to be deemed thebeneficial owner of not more than 4.9% of the then outstanding shares of CommonStock.  Such redemption shall be for cashat a redemption price equal to the sum of (i) 100% of the principal valueof the Note and (ii) any accrued and unpaid interest to the date of suchredemption.

 

(b)          The Company shall not have the right to prepay all or anyportion of this Note.

 

5.             Default. If one or more of the following described “Events of Default”shall occur:

 

(a)           The Company shall fail to perform or observe, in anymaterial respect, any covenant, term, provision, condition, agreement orobligation of the Company under this Note and such failure shall continueuncured for a period of seven (7) days after written notice from theHolder of such failure; or

 

(b)           The Company shall either: (i) become insolvent; (ii) admit in writing its inability topay its debts generally or as they become due; (iii) make an assignmentfor the benefit of creditors or commence proceedings for its dissolution; or (iv) applyfor, or consent to the appointment of, a trustee, liquidator, or receiver forits or for a substantial part of its property or business; or

 

(c)           A Change of Control shall occur; or

 

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(d)           A trustee, liquidator or receiver shall be appointed forthe Company or for a substantial part of its property or business without theCompany’s consent and such appointment is not discharged within sixty (60) daysafter such appointment; or

 

(e)           Any governmental agency or any court of competentjurisdiction at the instance of any governmental agency shall assume custody orcontrol of the whole or any substantial portion of the properties or assets ofthe Company and shall not be dismissed within sixty (60) days thereafter; or

 

(f)            After the date of this Note, any money judgment, writ ornote of attachment, or similar process in excess of One Hundred ThousandDollars ($100,000.00) in the aggregate shall be entered or filed against theCompany or any of its properties or assets and shall remain unpaid, unvacated,unbonded or unstayed for a period of fifteen (15) days or in any event laterthan five (5) days prior to the date of any proposed sale thereunder; or

 

(g)           The Company shall default in thepayment of any other outstanding indebtedness incurred or guaranteed by theCompany beyond any period of notice and opportunity to cure, or the payment ofsuch indebtedness shall be accelerated by the holder thereof; or

 

(h)           Bankruptcy, reorganization, insolvency or liquidationproceedings or other proceedings for relief under any bankruptcy law or any lawfor the relief of debtors shall be instituted by or against the Company and, ifinstituted against the Company, shall not be dismissed within sixty days aftersuch institution or the Company shall by any action or answer approve of,consent to, or acquiesce in any such proceedings or admit the materialallegations of, or default in answering a petition filed in, any suchproceeding;

 

then,or at any time thereafter, and in any and every such case, unless such Event ofDefault shall have been waived in writing by the Holder (which waiver in oneinstance shall not be deemed to be a waiver in another instance or for anyother prior or subsequent Event of Default) at the option of the Holder and inthe Holder’s sole discretion, the Holder may immediately declare this Note dueand payable, whereupon all principal and interest hereunder shall beimmediately due and payable, without presentment, demand, protest or notice ofany kind, all of which are hereby expressly waived by the Company, anythingherein or other instrument contained to the contrary notwithstanding, payablein cash or Common Stock of the Company at the Conversion Price as set forthherein at the Holder’s option, and the Holder may immediately, and upon theexpiration of any period of grace, enforce any and all of the Holder’s rightsand remedies provided herein or any other rights or remedies afforded by law orequity.  In addition, if this Note is notpaid when due, the Company shall pay interest on overdue principal and (to thefullest extent permitted by law) on overdue interest at the rate of twelve(12%) percent per annum, payable in cash or Common Stock of the Company at theConversion Price as set forth herein at the Holder’s option.

 

As used herein, “Change of Control” means (i) anymerger, consolidation, share exchange, business combination, issuance ofsecurities, acquisition of securities, tender offer, exchange offer or othersimilar transaction (A) in which the Company is a constituent corporation,(B) in which a person, firm or other entity (“Person”)  or “group” (as defined in the SecuritiesExchange Act of 1934, as amended, and the rules promulgated thereunder) ofPersons directly or indirectly 

 

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acquires beneficial or record ownership ofsecurities representing more than 50% of the outstanding voting securities ofthe Company, or (C) in which the Company issues securities representingmore than 50% of the outstanding securities of any class of voting securitiesof the Company or (ii) any sale, lease, exchange, transfer, license,acquisition or disposition of any assets that constitute more than 50% of theassets of the Company on a consolidated basis.

 

6.             Maximum Payments. Nothing contained herein shall be deemed to establish or require thepayment of a rate of interest or other charges in excess of the maximumpermitted by applicable law.  In theevent that the rate of interest required to be paid or other charges hereunderexceed the maximum permitted by such law, any payments in excess of suchmaximum shall be credited against amounts owed by the Company to the Holder andthus refunded to the Company.

 

7.             Obligations of the Company herein are Unconditional.  No provision of this Note shall alter orimpair the obligation of the Company, which obligation is absolute andunconditional, to repay the principal amount of this Note at the time, place,rate, and in the coin, currency or Common Stock, hereinabove stated. This Noteand all other Notes now or hereafter issued in replacement of this Note on thesame or similar terms are direct obligations of the Company. This Note ranks atleast equally with all other Notes now or hereafter issued under the terms setforth herein. The Conversion Price and number of shares of Common Stockissuable upon conversion shall be subject to adjustment from time to time asprovided in Section 8(b) below.

 

8.             Merger; Consolidation; Stock Splits.

 

(a)           In the event the Company, at any time while all or anyportion of this Note is outstanding, shall be consolidated with or merged intoany other corporation or corporations or shall sell or lease all orsubstantially all of its property and business as an entirety, then lawful provisionsshall be made as part of the terms of such consolidation, merger, sale or leaseso that the holder of this Note may thereafter receive in lieu of such CommonStock otherwise issuable to such holder upon conversion of this Note, but atthe conversion rate which would otherwise be in effect at the time ofconversion, as hereinbefore provided, the same kind and amount of securities orassets as may be issuable, distributable or payable upon such consolidation,merger, sale or lease with respect to Common Stock of the Company.

 

(b)           In the event, at any time while all or any portion of thisNote is outstanding, the outstanding shares of Common Stock shall besubdivided, consolidated or combined, by stock split, stock dividend,combination or like event, into a greater or lesser number of shares of CommonStock, the fixed portion of the Conversion Price specified in Section 4(a)(ii) abovein effect immediately prior to such subdivision, combination, consolidation orstock dividend shall, concurrently with the effectiveness of such subdivision,combination, consolidation or stock dividend, be proportionately adjusted.

 

9.             Note Holder Not Deemed a Stockholder.  No Holder, as such, of this Note shall beentitled (prior to conversion of this Note into Common Stock, and only then tothe extent of such conversion) to vote or receive dividends or be deemed theholder of shares of the Company for any purpose, nor shall anything containedin this Note be construed to confer upon the Holder hereof, as 

 

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such, any of the rights of a stockholder ofthe Company or any right to vote, give or withhold consent to any corporateaction (whether any reorganization, issue of stock, reclassification of stock,consolidation, merger, conveyance or otherwise), receive notice of meetings,receive dividends or subscription rights, or otherwise, prior to the issuanceto the holder of this Note of the Conversion Shares which he or she is thenentitled to receive upon the due conversion of all or a portion of this Note.Notwithstanding the foregoing, the Company will provide the Holder with copiesof the same notices and other information given to the stockholders of theCompany generally, contemporaneously with the giving thereof to the stockholders.

 

10.           Restrictive Covenant.   Until the principal amount of this Note andall accrued and unpaid interest is paid in full or converted into Common Stockas provided herein, the Company shall not issue any loan or debt secured by anyof the assets of the Company.

 

11.           No Limitation on Corporate Action.  No provisions of this Note and no right oroption granted or conferred hereunder shall in any way limit, affect or abridgethe exercise by the Company of any of its corporate rights or powers to recapitalize,amend its Certificate of Incorporation, reorganize, consolidate or merge withor into another corporation, or to transfer all or any part of its property orassets, or the exercise of any other of its corporate rights and powers.

 

12.           Representations of Holder.  Upon conversion of all or a portion of thisNote, the Holder shall confirm in writing, in a form reasonably satisfactory tothe Company, that the Conversion Shares so purchased are being acquired solelyfor the Holder’s own account and not as a nominee for any other party, and thatsuch Holder is an Accredited Investor (as defined in Rule 501(a) ofRegulation D promulgated under the 1933 Act). The Company acknowledges thatHolder’s duly executed certification on the Notice of Conversion is satisfactoryconfirmation of the facts set forth in the immediately preceding sentence. Ifsuch Holder cannot make such representations because they would be factuallyincorrect, it shall be a condition to such Holder’s conversion of all or aportion of the Note that the Company receive such other representations as theCompany considers reasonably necessary to assure the Company that the issuanceof its securities upon conversion of the Note shall not violate any UnitedStates or state securities laws.

 

13.           Waiver of Demand, Presentment, Etc.  The Company hereby expressly waives demandand presentment for payment, notice of nonpayment, protest, notice of protest,notice of dishonor, notice of acceleration or intent to accelerate, bringing ofsuit and diligence in taking any action to collect amounts called for hereunderand shall be directly and primarily liable for the payment of all sums owingand to be owing hereunder, regardless of and without any notice, diligence, actor omission as or with respect to the collection of any amount called forhereunder.

 

14.           Failure or Delay Not Waiver.  No failure or delay on the part of the Holderin the exercise of any power, right or privilege hereunder shall operate as awaiver thereof, nor shall any single or partial exercise of any such power,right or privilege preclude other or further exercise thereof or of any otherright, power or privilege.  All rightsand remedies existing hereunder are cumulative to, and not exclusive of, anyrights or remedies otherwise available.

 

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15.           Attorney’s Fees. The Company agrees to pay all costs and expenses, including withoutlimitation reasonable attorney’s fees, which may be incurred by the Holder incollecting any amount due under this Note or in enforcing any of Holder’sconversion rights as described herein.

 

16.           Access to Books and Records.  The Holder will have the right to inspect andaudit the Company’s original books, records, and documents at any time and fromtime to time, during normal business hours, upon reasonable notice to theCompany.

 

17.           Enforceability.      Incase any provision of this Note is held by a court of competent jurisdiction tobe excessive in scope or otherwise invalid or unenforceable, such provisionshall be adjusted rather than voided, if possible, so that it is enforceable tothe maximum extent possible, and the validity and enforceability of theremaining provisions of this Note will not in any way be affected or impairedthereby.

 

18.           Governing Law.  This Note shall be governed by and construedin accordance with the laws of the state of New York without giving effect toapplicable principles of conflict of law. Each of the parties submits to theexclusive jurisdiction of the state and federal courts of New York County, NewYork in connection with any dispute arising under this Note and hereby waives,to the maximum extent permitted by law, any objection, including any objectionbased on forum non conveniens, to the bringing of any such proceeding in suchjurisdictions. To the extent determined by such court, the Company shallreimburse the Holder for any reasonable legal fees and disbursements incurredby the Holder in enforcement of or protection of any of its rights under thisNote.

 

19.           Assignment.  This Note shall not be assigned by theCompany without the prior written consent of the Holder.  This Note shall bind the Company and itssuccessors and permitted assigns and shall inure to the benefit of the Holder andits successors and assigns.

 

20.           Amendment Provision. Neither this Note nor any termhereof may be amended, waived, discharged or terminated other than by a writteninstrument signed by the Company and the Holder.

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21.           Entire Agreement. This Note and constitutes the full and entire understanding between theCompany and the Holder with respect to the subject matter hereof and thereof.

 

22.           Notices.  Allnotices and other communications given or made pursuant to this Note shall bein writing and shall be deemed effectively given upon the earlier of actualreceipt or:  (a) personal deliveryto the party to be notified, (b) when sent, if sent by electronic mail orfacsimile during normal business hours of the recipient, and if not sent duringnormal business hours, then on the recipient’s next business day, (c) five(5) days after having been sent by registered or certified mail, returnreceipt requested, postage prepaid, or (d) one (1) business day afterdeposit with a nationally recognized overnight courier, freight prepaid,specifying next business day delivery, with written verification ofreceipt.  All communications shall besent to the respective parties at the following addresses or to such othere-mail address, facsimile number or address as subsequently modified by writtennotice given in accordance with this Section 23:

 

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| If to the Borrower, to:                              |   | BIO-key  International, Inc.  3349 Highway 138  Building D, Suite B  Wall, NJ 07719  Attn: Chief Executive Officer  Facsimile: (508) 460 4098       |
|------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                 |   |                                                                                                                                                          |
| with  a copy (which shall not constitute notice) to: |   | Choate,  Hall & Stewart LLP  Two International Place  Boston, MA 02110  Attention: Charles J. Johnson, Esq.  Facsimile: (617) 248-4000          |
|                                                 |   |                                                                                                                                                          |
| If  to the Holder, to:                               |   | The  Shaar Fund Ltd.  c/o SS&C Fund Services N.V.  Pareraweg 45  Curacao, Netherlands Antilles  Facsimile: (599-9) 434-3560                               |
|                                                 |   |                                                                                                                                                          |
| with  a copy (which shall not constitute notice) to: |   | Meltzer,  Lippe, Goldstein & Breitstone, LLP  190 Willis Avenue  Mineola, NY 11501  Attention: Ira R. Halperin, Esq.  Facsimile: (516) 747-0653 |

 

23.           Waiver of Jury Trial.   THE COMPANY EXPRESSLY WAIVES ANY RIGHT TOTRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OFACTION (A) ARISINGUNDER THIS NOTE OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR (B) INANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIESHERETO OR ANY OF THEM WITH RESPECT TO THIS NOTE OR ANY OTHER INSTRUMENT,DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THETRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING ORHEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; ANDTHE BORROWER HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION ORCAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANYPARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITHANY COURT AS WRITTEN EVIDENCE OF THIS WAIVER OF THE RIGHT TO TRIAL BY JURY.

 

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IN WITNESS WHEREOF, theCompany has caused this instrument to be duly executed by an officer thereuntoduly authorized, all as of the date first hereinabove written.

 

 
| ** **                                                                                                                                                                                                               | BIO-KEY  INTERNATIONAL, INC |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------|
| ** **                                                                                                                                                                                                               | ** **                  |
| ** **                                                                                                                                                                                                               | ** **                  |
|                                                                                                                                                                                                                     | By:                         |   |
|                                                                                                                                                                                                                     | Name:                       |   |
|                                                                                                                                                                                                                     | Title:                      |   |
|                                                                                                                                                                                                                     |                        |   |
|                                                                                                                                                                                                                     |                        |   |
| Commonwealth of  Massachusetts                                                                                                                                                                                           | )                           |   |   |
| ) ss:                                                                                                                                                                                                                    |                        |   |   |
| County of                                    ) |                        |   |   |

 

On the         day of          ,20     before me, the undersigned, personally appeared                            ,personally known to me or proved to me on the basis of satisfactory evidence tobe the individual whose name is subscribed to the within instrument andacknowledged to me that he/she executed the same in his/her capacity, and thatby his/her signature on the instrument, the individual, or the person uponbehalf of which the individual acted, executed the instrument.

 

 
|   |           |
|--------|----------------|
|   | Notary  Public |   |

 

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**EXHIBIT****A**

** **

FORM OF NOTICE OF CONVERSION

 

                 ,20       

 

BIO-key International, Inc.

3349 Highway 138

Building D, Suite B

Wall, NJ 07719

Attn:  ChiefExecutive Officer

 

Theundersigned, holder of BIO-key International, Inc.’s (the “Company”)Seven Percent (7%) Convertible Note (the “Note”), hereby exercises itsoption to convert$                      of the principal amount of the Note and [all][$                ]of the accrued interest on this Note into shares of the Company’s common stock,$.0001 par value per share (the “Common Stock”), in accordance with theterms of the Note.  All capitalized termsused and not defined herein have the respective meanings assigned to them inthe Note.

 

Theundersigned hereby instructs the Company to convert the portion of the Notespecified above into                shares of Common Stock at the Conversion Price in accordance with the provisionsof Section 4 of the Note. The undersigned directs that (i) the CommonStock issuable and certificates therefor deliverable upon conversion, and (ii) ifso delivered by the Holder, the Note, recertificated in the principal amount,if any, not being surrendered for conversion hereby be issued in the name ofand delivered to the undersigned unless a different name has been indicatedbelow.

 

Bydelivering this conversion notice, the undersigned represents and warrants tothe Company that the shares of Common Stock so purchased are beingacquired solely for the Holder’s own account and not as a nominee for any otherparty, and that such Holder is an Accredited Investor (as defined in Rule 501(a) ofRegulation D promulgated under the 1933 Act).

 
|   | HOLDER: |
|--------|---------|
|   |    |
|   |    |

 

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