ex4_6.htm


    
      

    

    Exhibit
4.6

    
      Note
Conversion Agreement dated July 18, 2008 

      
        

      

    

    NOTE
CONVERSION AGREEMENT

    


    THIS NOTE CONVERSION AGREEMENT
(this “Agreement”), dated as of July 18, 2008, by and among The Mint Leasing,
Inc. (formerly Legacy Communications Corporation), a Nevada corporation, (the
“Company”) and the Noteholders listed on Schedule I attached hereto
(individually, a “Noteholder” or collectively “Noteholders”).

    


    WITNESSETH:

    


    WHEREAS, the Company and the
Noteholder(s) are executing and delivering this Agreement in reliance upon an
exemption from securities registration pursuant to Section 3(a)(9), Section
4(2), Rule 506 of Regulation D, or any or all such exemptions as promulgated by
the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act
of 1933, as amended (the “1933 Act”);

    


    WHEREAS, the Noteholders are
the record but not beneficial owners of the principal, together with accrued
interest thereon, of those certain promissory notes in described in Schedule
I;

    


    WHEREAS, the parties desire
that, upon the terms and subject to the conditions contained herein, the Company
shall issue and sell to the Noteholder(s), as provided herein, and the
Noteholder(s) shall accept the Company's common stock, par value $0.001 (the
“Common Stock”) in conversion and full satisfaction of the Convertible Note (as
converted, the “Conversion Shares”) in the amount set out on Schedule
I;

    


    WHEREAS, no commission or
other remuneration will be paid or given, directly or indirectly, in connection
with the conversion or redemption of the Convertible Note;

    


    WHEREAS, contemporaneously
with the execution and delivery of this Agreement, the parties hereto are
executing and delivering Irrevocable Transfer Agent Instructions substantially
in the form attached hereto as Exhibit A (the “Irrevocable Transfer Agent
Instructions”); and

    


    WHEREAS, contemporaneously
with the execution and delivery of this Agreement, the parties hereto are
executing and delivering a Security Agreement substantially in the form attached
hereto as Exhibit B (the “Security Agreement”) pursuant to which the Company has
agreed to provide the Noteholder a security interest in Pledged Collateral (as
this term is defined in the Security Agreement dated the date hereof) to secure
the Company's obligations under this Agreement, the Irrevocable Transfer Agent
Instructions, the Security Agreement or any other obligations of the Company to
the Noteholders.

    


    NOW, THEREFORE, in
consideration of the mutual covenants and other agreements contained in this
Agreement the Company and the Noteholder(s) hereby agree as
follows:

    


    1. CONVERSION OF CONVERTIBLE
NOTE.

    


    (a) Conversion of Convertible
Note.  Subject to the satisfaction (or waiver) of the terms and
conditions of this Agreement, each Noteholder has the irrevocable right to
convert at Closing (as defined herein below) and the Company agrees to exchange
and issue to each Noteholder Conversion Shares at each Closing.  The
number of shares of Conversion Stock that the Noteholder shall receive for each
Closing shall be determined by dividing the principal amount, together with
accrued interest, of the Convertible Note to be converted by the lesser of: (i)
50% of the average Closing Bid Price for the 20 trading day immediately prior to
the date of a Conversion Notice, or the lowest Closing Bid Price for the five
trading days immediately prior to the date of a Conversion Notice (ii)
..  No fractional shares shall be issued.  Fractional shares
shall be rounded to the next higher whole number of shares.

    


    “Closing
Bid Price” means on any particular date (a) the closing bid price per share of
Common Stock on such date on the OTC Bulletin Board, as reported by the
Bloomberg LP (or similar organization or agency succeeding to its functions of
reporting prices) at the close of trading on such date, or on another market on
which the shares of Common Stock are then listed or quoted, or if there is no
such price on such date, then the closing bid price on the OTC Bulletin Board or
on such other market on the date nearest preceding such date, or (b) if the
shares of Common Stock are not then listed or quoted on the OTC Bulletin Board
or another market, then the closing bid price per share of Common Stock on such
date as reported by the Pink Sheets LC at the close of trading on such date for
the relevant conversion period, or (c) if the shares of Common Stock are not
then publicly traded or quoted, the fair market value of a share of Common Stock
as determined by a majority of the Noteholders.

     

    
      	 	
              Schedule
      B - Page

            	5



      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    (b) Closing Date. The
First Closing of the issuance and sale of Conversion Shares on conversion of the
Convertible Note shall take place at 10:00 a.m. Central Standard Time on the
fifth (5th) business day following the date hereof, subject to notification of
satisfaction of the conditions to the First Closing set forth herein and in
Sections 6 and 7 below (or such later date as is mutually agreed to by the
Company and the Noteholder(s)) (the “First Closing Date”), additional Closings
shall take place on the third (3rd) business day following receipt by the
Company of a Conversion Notice.

    


    2. NOTEHOLDER'S REPRESENTATIONS AND
WARRANTIES.

    


    Each
Noteholder represents and warrants, severally and not jointly,
that:

    


    (a) Investment Purpose.
Each Noteholder acquired the Convertible Note and, upon conversion of the
Convertible Note, the Noteholder will acquire the Conversion Shares then
issuable, for its own account. So long such Noteholder is not an “Affiliate” of
the Company as that terms is defined in Rule 501 of Regulation D under the 1933
Act, Noteholder may dispose of the Conversion Shares at any time in accordance
with the exemption from registration in Rule 144(K) of the 1933 Act covering
such Conversion Shares or another available exemption under the 1933
Act.

    


    (b)Investor Status. Each
Noteholder is an “Accredited Investor” as that term is defined in Rule 501(a) of
Regulation D and is not an “Affiliate” as that term is defined in Rule 501(b) of
Regulation D of the 1933 Act.

    


    (c) Reliance on
Exemptions. Each Noteholder understands that the Conversion Shares are
being offered and sold to it in reliance on specific exemptions from the
registration requirements of United States federal and state securities laws and
that the Company is relying in part upon the truth and accuracy of, and such
Noteholder's compliance with, the representations, warranties, agreements,
acknowledgments and understandings of such Noteholder set forth herein in order
to determine the availability of such exemptions and the eligibility of such
Noteholder to acquire such securities.

    


    (d) Information. Each
Noteholder and its advisors (and his or, its counsel), if any, have been
furnished with all materials relating to the business, finances and operations
of the Company and information he deemed material to making an informed
investment decision regarding his purchase of the Conversion Shares, which have
been requested by such Noteholder. Each Noteholder and its advisors, if any,
have been afforded the opportunity to ask questions of the Company and its
management. Neither such inquiries nor any other due diligence investigations
conducted by such Noteholder or its advisors, if any, or its representatives
shall modify, amend or affect such Noteholder's right to rely on the Company's
representations and warranties contained in Section 3 below. Each Noteholder
understands that its investment in the Conversion Shares involves a high degree
of risk. Each Noteholder is in a position regarding the Company, which, based
upon employment, family relationship or economic bargaining power, enabled and
enables such Noteholder to obtain information from the Company in order to
evaluate the merits and risks of this investment. Each Noteholder has sought
such accounting, legal and tax advice, as it has considered necessary to make an
informed investment decision with respect to its acquisition of the Conversion
Shares.

    


    (e) No Governmental
Review. Each Noteholder understands that no United States federal or
state agency or any other government or governmental agency has passed on or
made any recommendation or endorsement of the Conversion Shares, or the fairness
or suitability of the investment in the Conversion Shares, nor have such
authorities passed upon or endorsed the merits of the offering of the Conversion
Shares.

    


    (f) Issuance and Transfer or
Resale. Each Noteholder understands that (i) issuance of the Conversion
Shares has not been and are not being registered under the 1933 Act or any state
securities laws in reliance on the exemption from such registration in Section
3(a)(9) of the 1933 Act, (ii) any sale, assignment or transfer by the Noteholder
may be made pursuant to the exemption from such registration in Rule 144(k) of
the 1933 Act; (ii) that any sale of such securities made in reliance on Rule 144
under the 1933 Act (or a successor rule thereto) (“Rule 144”) will be made only
in accordance with the terms of Rule 144 and further, if Rule 144 is not
applicable, any resale of such securities under circumstances in which the
seller (or the person through whom the sale is made) may be deemed to be an
underwriter (as that term is defined in the 1933 Act) will comply with some
other exemption under the 1933 Act or the rules and regulations of the SEC
thereunder; and (iv) neither the Company nor any other person is under any
obligation to register such securities under the 1933 Act or any state
securities laws or to comply with the terms and conditions of any exemption
thereunder.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (g) No Legends. Each
Noteholder understands that the certificates representing the Conversion Shares
shall bear no restrictive legend and no stop transfer order shall be placed
against transfer of such stock certificates.

    


    (h) Authorization,
Enforcement. This Agreement has been duly and validly authorized,
executed and delivered on behalf of such Noteholder and is a valid and binding
agreement of such Noteholder enforceable in accordance with its terms, except as
such enforceability may be limited by general principles of equity or applicable
bankruptcy, insolvency, reorganization, moratorium, liquidation and other
similar laws relating to, or affecting generally, the enforcement of applicable
creditors' rights and remedies.

    


    (i) Receipt of Documents.
Each Noteholder and his or its counsel has received and read in their entirety:
(i) this Agreement and each representation, warranty and covenant set forth
herein, the Security Agreement and the Irrevocable Transfer Agent Instructions;
(ii) all due diligence and other information necessary to verify the accuracy
and completeness of such representations, warranties and covenants; and (iii)
answers to all questions each Noteholder submitted to the Company regarding an
investment in the Company; and each Noteholder has relied on the information
contained therein and has not been furnished any other documents, literature,
memorandum or prospectus.

    


    (j) Due Formation of Corporate
and Other Noteholders. If the Noteholder(s) is a corporation, trust,
partnership or other entity that is not an natural person, it has been formed
and validly exists and has not been organized for the specific purpose of
purchasing the Conversion Shares and is not prohibited from doing
so.

    


    (k) No Legal Advice From the
Company. Each Noteholder acknowledges, that it had the opportunity to
review this Agreement and the transactions contemplated by this Agreement with
his or its own legal counsel and investment and tax advisors. Each Noteholder is
relying solely on such counsel and advisors and not on any statements or
representations of the Company or any of its representatives or agents for
legal, tax or investment advice with respect to this investment, the
transactions contemplated by this Agreement or the securities laws of any
jurisdiction.

    


    3. REPRESENTATIONS AND WARRANTIES OF
THE COMPANY.

    


    The
Company represents and warrants to each of the Noteholders:

    


    (a) Organization and
Qualification. The Company and its subsidiaries are corporations duly
organized and validly existing in good standing under the laws of the
jurisdiction in which they are incorporated, and have the requisite corporate
power to own their properties and to carry on their business as now being
conducted. Each of the Company and its subsidiaries is duly qualified as a
foreign corporation to do business and is in good standing in every jurisdiction
in which the nature of the business conducted by it makes such qualification
necessary, except to the extent that the failure to be so qualified or be in
good standing would not have a material adverse effect on the Company and its
subsidiaries taken as a whole.

    


    (b) Authorization, Enforcement,
Compliance with Other Instruments. (i) The Company has the requisite
corporate power and authority to enter into and perform this Agreement, the
Security Agreement, the Irrevocable Transfer Agent Instructions, and any related
agreements, and to issue the Conversion Shares in accordance with the terms
hereof and thereof, (ii) the execution and delivery of this Agreement, the
Security Agreement, the Irrevocable Transfer Agent Instructions (as defined
herein) and any related agreements by the Company and the consummation by it of
the transactions contemplated hereby and thereby, including, without limitation,
the issuance of the Conversion Shares and the reservation for issuance and the
issuance of the Conversion Shares issuable upon conversion of the Convertible
Note, have been duly authorized by the Company's Board of Directors and no
further consent or authorization is required by the Company, its Board of
Directors or its stockholders, (iii) this Agreement, the Security Agreement, the
Irrevocable Transfer Agent Instructions and any related agreements have been
duly executed and delivered by the Company, (iv) this Agreement, the Security
Agreement, the Irrevocable Transfer Agent Instructions and any related
agreements constitute the valid and binding obligations of the Company
enforceable against the Company in accordance with their terms, except as such
enforceability may be limited by general principles of equity or applicable
bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws
relating to, or affecting generally, the enforcement of creditors' rights and
remedies. The authorized officer of the Company executing this Agreement, the
Security Agreement, the Irrevocable Transfer Agent Instructions and any related
agreements knows of no reason why the Company cannot perform any of the
Company's other obligations under such documents.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (c) Capitalization. The
authorized capital stock of the Company consists of 480,000,000 shares of Common
Stock, par value $0.001 per share and 20,000,000 shares of Preferred Stock. As
of the date hereof, the Company has approximately _________ shares of Common
Stock issued and outstanding and no shares of preferred stock issued or
outstanding. All of such outstanding shares have been validly issued and are
fully paid and nonassessable. No shares of Common Stock are subject to
preemptive rights or any other similar rights or any liens or encumbrances
suffered or permitted by the Company. As of the date of this Agreement, (i)
there are no outstanding options, warrants, scrip, rights to subscribe to, calls
or commitments of any character whatsoever relating to, or securities or rights
convertible into, any shares of capital stock of the Company or any of its
subsidiaries, or contracts, commitments, understandings or arrangements by which
the Company or any of its subsidiaries is or may become bound to issue
additional shares of capital stock of the Company or any of its subsidiaries or
options, warrants, scrip, rights to subscribe to, calls or commitments of any
character whatsoever relating to, or securities or rights convertible into, any
shares of capital stock of the Company or any of its subsidiaries, (ii) there
are no outstanding debt securities and (iii) there are no outstanding
registration statements and there are no outstanding comment letters from the
SEC or any other regulatory agency. There are no securities or instruments
containing anti-dilution or similar provisions that will be triggered by the
issuance of the Conversion Shares as described in this Agreement. The Company
has furnished to the Noteholder true and correct copies of the Company's
Articles of Incorporation, as amended and as in effect on the date hereof (the
“Articles of Incorporation”), and the Company's By-laws, as in effect on the
date hereof (the “By-laws”), and the terms of all securities convertible into or
exercisable for Common Stock and the material rights of the holders thereof in
respect thereto other than stock options issued to employees and
consultants.

    


    (d) Issuance of
Securities. The Conversion Shares issuable upon conversion of the
Convertible Note have been duly authorized and reserved for issuance. Upon
conversion or exercise in accordance with the terms of this Agreement the
Conversion Shares will be duly issued, fully paid and
nonassessable.

    


    (e) No Conflicts. The
execution, delivery and performance of this Agreement, the Security Agreement,
and the Irrevocable Transfer Agent Instructions by the Company and the
consummation by the Company of the transactions contemplated hereby will not (i)
result in a violation of the Articles of Incorporation, any certificate of
designations of any outstanding series of preferred stock of the Company or the
By-laws or (ii) conflict with or constitute a default (or an event which with
notice or lapse of time or both would become a default) under, or give to others
any rights of termination, amendment, acceleration or cancellation of, any
agreement, indenture or instrument to which the Company or any of its
subsidiaries is a party, or result in a violation of any law, rule, regulation,
order, judgment or decree (including federal and state securities laws and
regulations and the rules and regulations of Pink Sheets LC on which the Common
Stock is quoted) applicable to the Company or any of its subsidiaries or by
which any property or asset of the Company or any of its subsidiaries is bound
or affected. Neither the Company nor its subsidiaries is in violation of any
term of or in default under its Articles of Incorporation or By-laws or their
organizational charter or by-laws, respectively, or any material contract,
agreement, mortgage, indebtedness, indenture, instrument, judgment, decree or
order or any statute, rule or regulation applicable to the Company or its
subsidiaries. The business of the Company and its subsidiaries is not being
conducted, and shall not be conducted in violation of any material law,
ordinance, or regulation of any governmental entity. Except as specifically
contemplated by this Agreement and as required under the 1933 Act and any
applicable state securities laws, the Company is not required to obtain any
consent, authorization or order of, or make any filing or registration with, any
court or governmental agency in order for it to execute, deliver or perform any
of its obligations under or contemplated by this Agreement in accordance with
the terms hereof or thereof. All consents, authorizations, orders, filings and
registrations which the Company is required to obtain pursuant to the preceding
sentence have been obtained or effected on or prior to the date hereof. The
Company and its subsidiaries are unaware of any facts or circumstance, which
might give rise to any of the foregoing.

    


    (f) Absence of
Litigation. There is no action, suit, proceeding, inquiry or
investigation before or by any court, public board, government agency,
self-regulatory organization or body pending against or affecting the Company,
the Common Stock or any of the Company's subsidiaries, wherein an unfavorable
decision, ruling or finding would have a material adverse effect on the
transactions contemplated hereby (ii) adversely affect the validity or
enforceability of, or the authority or ability of the Company to perform its
obligations under, this Agreement or any of the documents contemplated herein,
or (iii) have a material adverse effect on the business, operations, properties,
financial condition or results of operations of the Company and its subsidiaries
taken as a whole.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (g) Acknowledgment Regarding
Noteholder's Purchase of the Conversion Shares. The Company acknowledges
and agrees that: (i) no commission or other remuneration will be paid or given,
directly or indirectly, in connection with the conversion or redemption of the
Convertible Note, (ii) the Noteholder(s) is acting solely in the capacity of an
arm's length purchaser with respect to this Agreement and the transactions
contemplated hereby, (iii) the Convertible Note is a bona fide obligation of the
Company and was originally entered into more than two (2) years prior to the
date hereof. The Company further acknowledges that the Noteholder(s) is not
acting as a financial advisor or fiduciary of the Company (or in any similar
capacity) with respect to this Agreement and the transactions contemplated
hereby and any advice given by the Noteholder(s) or any of their respective
representatives or agents in connection with this Agreement and the transactions
contemplated hereby is merely incidental to such Noteholder's purchase of the
Conversion Shares. The Company further represents to the Noteholder that the
Company's decision to enter into this Agreement has been based solely on the
independent evaluation by the Company and its representatives.

    


    (h) No General
Solicitation. Neither the Company, nor any of its affiliates, nor any
person acting on its or their behalf, has engaged in any form of general
solicitation or general advertising (within the meaning of Regulation D under
the 1933 Act) in connection with the offer or sale of the Conversion
Shares.

    


    (i) No Integrated
Offering. Neither the Company, nor any of its affiliates, nor any person
acting on its or their behalf has, directly or indirectly, made any offers or
sales of any security or solicited any offers to buy any security, under
circumstances that would require registration of the Conversion Shares under the
1933 Act or cause this offering of the Conversion Shares to be integrated with
prior offerings by the Company for purposes of the 1933 Act.

    


    (j) Employee Relations.
Neither the Company nor any of its subsidiaries is involved in any labor dispute
nor, to the knowledge of the Company or any of its subsidiaries, is any such
dispute threatened. None of the Company's or its subsidiaries' employees is a
member of a union and the Company and its subsidiaries believe that their
relations with their employees are good.

    


    (k) Intellectual Property
Rights. The Company and its subsidiaries own or possess adequate rights
or licenses to use all trademarks, trade names, service marks, service mark
registrations, service names, patents, patent rights, copyrights, inventions,
licenses, approvals, governmental authorizations, trade secrets and rights
necessary to conduct their respective businesses as now conducted. The Company
and its subsidiaries do not have any knowledge of any infringement by the
Company or its subsidiaries of trademark, trade name rights, patents, patent
rights, copyrights, inventions, licenses, service names, service marks, service
mark registrations, trade secret or other similar rights of others, and, to the
knowledge of the Company there is no claim, action or proceeding being made or
brought against, or to the Company's knowledge, being threatened against, the
Company or its subsidiaries regarding trademark, trade name, patents, patent
rights, invention, copyright, license, service names, service marks, service
mark registrations, trade secret or other infringement; and the Company and its
subsidiaries are unaware of any facts or circumstances which might give rise to
any of the foregoing.

    


    (l) Environmental Laws.
The Company and its subsidiaries are (i) in compliance with any and all
applicable foreign, federal, state and local laws and regulations relating to
the protection of human health and safety, the environment or hazardous or toxic
substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii)
have received all permits, licenses or other approvals required of them under
applicable Environmental Laws to conduct their respective businesses and (iii)
are in compliance with all terms and conditions of any such permit, license or
approval.

    


    (m) Title. Any real
property and facilities held under lease by the Company and its subsidiaries are
held by them under valid, subsisting and enforceable leases with such exceptions
as are not material and do not interfere with the use made and proposed to be
made of such property and buildings by the Company and its
subsidiaries.

    


    (n) Insurance. The
Company and each of its subsidiaries are insured by insurers of recognized
financial responsibility against such losses and risks and in such amounts as
management of the Company believes to be prudent and customary in the businesses
in which the Company and its subsidiaries are engaged. Neither the Company nor
any such subsidiary has been refused any insurance coverage sought or applied
for and neither the Company nor any such subsidiary has any reason to believe
that it will not be able to renew its existing insurance coverage as and when
such coverage expires or to obtain similar coverage from similar insurers as may
be necessary to continue its business at a cost that would not materially and
adversely affect the condition, financial or otherwise, or the earnings,
business or operations of the Company and its subsidiaries, taken as a
whole.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (o) Regulatory Permits.
The Company and its subsidiaries possess all material certificates,
authorizations and permits issued by the appropriate federal, state or foreign
regulatory authorities necessary to conduct their respective businesses, and
neither the Company nor any such subsidiary has received any notice of
proceedings relating to the revocation or modification of any such certificate,
authorization or permit.

    


    (p) Internal Accounting
Controls. The Company and each of its subsidiaries maintain a system of
internal accounting controls sufficient to provide reasonable assurance that (i)
transactions are executed in accordance with management's general or specific
authorizations, (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with generally accepted
accounting principles and to maintain asset accountability, and (iii) the
recorded amounts for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any
differences.

    


    (q) No Material Adverse
Breaches, etc. Neither the Company nor any of its subsidiaries is subject
to any charter, corporate or other legal restriction, or any judgment, decree,
order, rule or regulation which in the reasonable judgment of the Company's
officers has or is expected in the future to have a material adverse effect on
the business, properties, operations, financial condition, results of operations
or prospects of the Company or its subsidiaries.  Neither the Company
nor any of its subsidiaries is in breach of any contract or agreement which
breach, in the judgment of the Company's officers, has or is expected to have a
material adverse effect on the business, properties, operations, financial
condition, results of operations or prospects of the Company or its
subsidiaries.

    


    (r) Tax Status. The
Company and each of its subsidiaries has made and filed all federal and state
income and all other tax returns, reports and declarations required by any
jurisdiction to which it is subject and (unless and only to the extent that the
Company and each of its subsidiaries has set aside on its books provisions
reasonably adequate for the payment of all unpaid and unreported taxes) has paid
all taxes and other governmental assessments and charges that are material in
amount, shown or determined to be due on such returns, reports and declarations,
except those being contested in good faith and has set aside on its books
provision reasonably adequate for the payment of all taxes for periods
subsequent to the periods to which such returns, reports or declarations apply.
There are no unpaid taxes in any material amount claimed to be due by the taxing
authority of any jurisdiction, and the officers of the Company know of no basis
for any such claim.

    


    (s) Certain Transactions.
Except for arm's length transactions pursuant to which the Company makes
payments in the ordinary course of business upon terms no less favorable than
the Company could obtain from third parties, none of the officers, directors, or
employees of the Company is presently a party to any transaction with the
Company (other than for services as employees, officers and directors),
including any contract, agreement or other arrangement providing for the
furnishing of services to or by, providing for rental of real or personal
property to or from, or otherwise requiring payments to or from any officer,
director or such employee or, to the knowledge of the Company, any corporation,
partnership, trust or other entity in which any officer, director, or any such
employee has a substantial interest or is an officer, director, trustee or
partner.

    


    (t) Fees and Rights of First
Refusal. The Company is not obligated to offer the Conversion Shares
offered hereunder on a right of first refusal basis or otherwise to any third
parties including, but not limited to, current or former shareholders of the
Company, underwriters, brokers, agents or other third parties.

    


    4. COVENANTS.

    


    (a) Best Efforts. Each
party shall use its best efforts timely to satisfy each of the conditions to be
satisfied by it as provided in Sections 6 and 7 of this Agreement.

    


    (b) Form D. The Company
agrees to file a Form D with respect to the Conversion Shares as required under
Regulation D and to provide a copy thereof to each Noteholder promptly after
such filing. The Company shall, on or before the Closing Date, take such action
as the Company shall reasonably determine is necessary to qualify the Conversion
Shares, or obtain an exemption for the Conversion Shares for sale to the
Noteholders at the Closing pursuant to this Agreement under applicable
securities or “Blue Sky” laws of the states of the United States, and shall
provide evidence of any such action so taken to the Noteholders on or prior to
the Closing Date.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (c) Reservation of
Shares. The Company shall take all action reasonably necessary to at all
times have authorized, and reserved for the purpose of issuance, such number of
shares of Common Stock as shall be necessary to effect the issuance of the
Conversion Shares. If at any time the Company does not have available such
shares of Common Stock as shall from time to time be sufficient to effect the
conversion of all of the Conversion Shares of the Company shall call and hold a
special meeting of the shareholders within sixty (60) days of such occurrence,
for the sole purpose of increasing the number of shares authorized. The
Company's management shall recommend to the shareholders to vote in favor of
increasing the number of shares of Common Stock authorized. Management shall
also vote all of its shares in favor of increasing the number of authorized
shares of Common Stock.

    


    (d) Listings or
Quotation. The Company shall promptly secure the listing or quotation of
the Conversion Shares upon each national securities exchange, automated
quotation system or The National Association of Securities Dealers Inc.'s
Over-The-Counter Bulletin Board (“OTCBB”) or other market, if any, upon which
shares of Common Stock are then listed or quoted (subject to official notice of
issuance) and shall use its best efforts to maintain, so long as any other
shares of Common Stock shall be so listed, such listing of all Conversion Shares
from time to time issuable under the terms of this Agreement. The Company shall
maintain the Common Stock's authorization for quotation on the
OTCBB.

    


    (e) Fees and Expenses.
Each of the Company and the Noteholder(s) shall pay all costs and expenses
incurred by such party in connection with the negotiation, investigation,
preparation, execution and delivery of this Agreement, the Security Agreement
and the Irrevocable Transfer Agent Instructions.

    


    (f) Corporate Existence.
So long as any of the Convertible Note remain outstanding, the Company shall not
directly or indirectly consummate any merger in which the Company is not the
survivor, reorganization, restructuring, reverse stock split consolidation, sale
of all or substantially all of the Company's assets or any similar transaction
or related transactions (each such transaction, an “Organizational Change”)
unless, prior to the consummation an Organizational Change, the Company obtains
the written consent of each Noteholder. In any such case, the Company will make
appropriate provision with respect to such holders' rights and interests to
insure that the provisions of this Section 4(f) will thereafter be applicable to
the Convertible Note.

    


    (g) Transactions with
Affiliates. So long as any Convertible Note are outstanding, the Company
shall not, and shall cause each of its subsidiaries not to, enter into, amend,
modify or supplement, or permit any subsidiary to enter into, amend, modify or
supplement any agreement, transaction, commitment, or arrangement with any of
its or any subsidiary's officers, directors, person who were officers or
directors at any time during the previous two (2) years, stockholders who
beneficially own five percent (5%) or more of the Common Stock, or Affiliates
(as defined below) or with any individual related by blood, marriage, or
adoption to any such individual or with any entity in which any such entity or
individual owns a five percent (5%) or more beneficial interest (each a “Related
Party”), except for (a) customary employment arrangements and benefit programs
on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any
agreement, transaction, commitment, or arrangement on an arms-length basis on
terms no less favorable than terms which would have been obtainable from a
person other than such Related Party, (d) any agreement transaction, commitment,
or arrangement which is approved by a majority of the disinterested directors of
the Company, for purposes hereof, any director who is also an officer of the
Company or any subsidiary of the Company shall not be a disinterested director
with respect to any such agreement, transaction, commitment, or arrangement.
“Affiliate” for purposes hereof means, with respect to any person or entity,
another person or entity that, directly or indirectly, (i) has a ten percent
(10%) or more equity interest in that person or entity, (ii) has ten percent
(10%) or more common ownership with that person or entity, (iii) controls that
person or entity, or (iv) shares common control with that person or entity.
“Control” or “controls” for purposes hereof means that a person or entity has
the power, direct or indirect, to conduct or govern the policies of another
person or entity.

    


    (h) Transfer Agent. The
Company covenants and agrees that, in the event that the Company's agency
relationship with the transfer agent should be terminated for any reason prior
to a date which is two (2) years after the Closing Date, the Company shall
immediately appoint a new transfer agent and shall require that the new transfer
agent execute and agree to be bound by the terms of the Irrevocable Transfer
Agent Instructions (as defined herein).


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (i) Restriction on Issuance of
the Capital Stock. So long as any part of the Convertible Note is
outstanding the Company shall not, without the prior written consent of the
Noteholder(s), issue or sell shares of Common Stock or Preferred Stock (i)
without consideration or for a consideration per share less than the Bid Price
of the Common Stock determined immediately prior to its issuance, (ii) any
warrant, option, right, contract, call, or other security instrument granting
the holder thereof, the right to acquire Common Stock without consideration or
for a consideration less than such Common Stock's Bid Price value determined
immediately prior to it's issuance, or (iii) enter into any security instrument
granting the holder a security interest in any and all assets of the
Company.

    


    5. TRANSFER AGENT
INSTRUCTIONS.

    


    The
Company shall issue the Irrevocable Transfer Agent Instructions to its transfer
agent irrevocably appointing Sonfield & Sonfield as its agent for purpose of
having certificates issued, registered in the name of the Noteholder(s) or its
respective nominee(s), for the Conversion Shares representing such amounts of
Convertible Note as specified from time to time by the Noteholder(s) to the
Company upon conversion of the Convertible Note, for interest owed pursuant to
the Convertible Note, and for any and all Liquidated Damages.  The
Company shall not change its transfer agent without the express written consent
of the Noteholder(s), which may be withheld by the Noteholder(s) in its sole
discretion unless the successor transfer agent has executed the Irrevocable
Transfer Agent Instructions.  The Company shall instruct the Transfer
Agent that such certificates shall bear no restrictive legend if the
Noteholder(s) provides the Company with an opinion of counsel, in form, scope
and substance customary for opinions of counsel in comparable transactions to
the effect that registration of a resale by the Noteholder(s) of any of the
Conversion Shares is not required under the 1933 Act.  The Company
warrants that no instruction other than the Irrevocable Transfer Agent
Instructions referred to in this Section 5, will be given by the Company to its
transfer agent and that the Conversion Shares shall otherwise be freely
transferable on the books and records of the Company as and to the extent
provided in this Agreement.  Nothing in this Section 5 shall affect in
any way the Noteholder's obligations and agreement to comply with all applicable
securities laws upon resale of Conversion Shares.  The Company
acknowledges that a breach by it of its obligations hereunder will cause
irreparable harm to the Noteholder by vitiating the intent and purpose of the
transaction contemplated hereby.  Accordingly, the Company
acknowledges that the remedy at law for a breach of its obligations under this
Section 5 will be inadequate and agrees, in the event of a breach or threatened
breach by the Company of the provisions of this Section 5, that the
Noteholder(s) shall be entitled, in addition to all other available remedies, to
an injunction restraining any breach and requiring immediate issuance and
transfer, without the necessity of showing economic loss and without any bond or
other security being required.

    


    6.
CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL.

    


    The
obligation of the Company hereunder to issue and sell the Conversion Shares to
the Noteholder(s) at the Closings is subject to the satisfaction, at or before
the Closing Dates, of each of the following conditions, provided that these
conditions are for the Company's sole benefit and may be waived by the Company
at any time in its sole discretion:

    


    (a) Execution of
Agreements. Each Noteholder shall have executed this Agreement, the
Security Agreement and the Irrevocable Transfer Agent Instructions and delivered
the same to the Company.

    


    (b) Delivery. The
Noteholder(s) shall have delivered the Conversion Notice to the
Company.

    


    (c) Representations and
Warranties. The representations and warranties of the Noteholder(s) shall
be true and correct in all material respects as of the date when made and as of
the Closing Dates as though made at that time (except for representations and
warranties that speak as of a specific date), and the Noteholder(s) shall have
performed, satisfied and complied in all material respects with the covenants,
agreements and conditions required by this Agreement to be performed, satisfied
or complied with by the Noteholder(s) at or prior to the Closing
Dates.

    


    (d) UCC-1. The Company
shall have filed a form UCC-1 with regard to the Pledged Property and Pledged
Collateral as detailed in the Security Agreement dated the date hereof and
provided proof of such filing to the Noteholder(s).

    


    7.
CONDITIONS TO THE NOTEHOLDER'S OBLIGATION TO PURCHASE.

    


    The
obligation of the Noteholder(s) hereunder to convert the Convertible Note at the
Closing is subject to the satisfaction, at or before the Closing Date, of each
of the following conditions:


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (a) Execution of
Agreements. The Company shall have executed this Agreement, the Security
Agreement and the Irrevocable Transfer Instructions and delivered the same to
the Noteholder(s).

    


    (b) Pink Sheets
Quotation. The Common Stock shall be authorized for quotation on the Pink
Sheets LLC, trading in the Common Stock shall not have been suspended for any
reason.

    


    (c) Representations and
Warranties. The representations and warranties of the Company shall be
true and correct in all material respects (except to the extent that any of such
representations and warranties is already qualified as to materiality in Section
3 above, in which case, such representations and warranties shall be true and
correct without further qualification) as of the date when made and as of the
Closing Dates as though made at that time (except for representations and
warranties that speak as of a specific date) and the Company shall have
performed, satisfied and complied in all material respects with the covenants,
agreements and conditions required by this Agreement to be performed, satisfied
or complied with by the Company at or prior to the Closing Dates. If requested
by the Noteholder, the Noteholder shall have received a certificate, executed by
the President of the Company, dated as of the Closing Dates, to the foregoing
effect and as to such other matters as may be reasonably requested by the
Noteholder including, without limitation an update as of the Closing Dates
regarding the representation contained in Section 3(c) above.

    


    (d) Delivery of Shares.
The Company shall have delivered to the Noteholder(s) the Conversion Shares in
the respective amounts set forth opposite each Noteholder(s) name in the
Conversion Notice.

    


    (e) Good Standing
Certificate. The Company shall have provided to the Noteholder(s) a
certificate of good standing from the secretary of state from the state in which
the company is incorporated.

    


    (f) Reservation of
Shares. As of the Closing Date, the Company shall have reserved out of
its authorized and unissued Common Stock, solely for the purpose of effecting
the conversion of the Convertible Note, shares of Common Stock to effect the
conversion of all of the unpaid balance of the Convertible Note then
outstanding.

    


    (g) Transfer Agent
Instructions. The Irrevocable Transfer Agent Instructions, in form and
substance satisfactory to the Noteholder, shall have been delivered to and
acknowledged in writing by the Company's transfer agent.

    


    (h) UCC-1. The Company
shall have filed a form UCC-1 or such other forms as may be required to perfect
the Noteholder's interest in the Pledged Property and Pledged Collateral as
detailed in the Security Agreement dated the date hereof and provided proof of
such filing to the Noteholder(s).

    


    8.
INDEMNIFICATION.

    


    (a) Indemnification of
Noteholders. In consideration of the Noteholder's execution and delivery
of this Agreement and acquiring the Conversion Shares hereunder, and in addition
to all of the Company's other obligations under this Agreement, the Company
shall defend, protect, indemnify and hold harmless the Noteholder(s) and each
other holder of the Convertible Note and the Conversion Shares, and all of their
officers, directors, employees and agents (including, without limitation, those
retained in connection with the transactions contemplated by this Agreement)
(collectively, the “Noteholder Indemnitees”) from and against any and all
actions, causes of action, suits, claims, losses, costs, penalties, fees,
liabilities and damages, and expenses in connection therewith (irrespective of
whether any such Noteholder Indemnitee is a party to the action for which
indemnification hereunder is sought), and including reasonable attorneys' fees
and disbursements (the “Indemnified Liabilities”), incurred by the Noteholder
Indemnitees or any of them as a result of, or arising out of, or relating to (a)
any misrepresentation or breach of any representation or warranty made by the
Company in this Agreement or any other certificate, instrument or document
contemplated hereby or thereby, (b) any breach of any covenant, agreement or
obligation of the Company contained in this Agreement, or any other certificate,
instrument or document contemplated hereby or thereby, or (c) any cause of
action, suit or claim brought or made against such Indemnitee and arising out of
or resulting from the execution, delivery, performance or enforcement of this
Agreement or any other instrument, document or agreement executed pursuant
hereto by any of the Indemnities, or the status of the Noteholder or holder of
the Convertible Note or the Conversion Shares. To the extent that the foregoing
undertaking by the Company may be unenforceable for any reason, the Company
shall make the maximum contribution to the payment and satisfaction of each of
the Indemnified Liabilities, which is permissible under applicable
law.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (b) Indemnification of
Company. In consideration of the Company's execution and delivery of this
Agreement, and in addition to all of the Noteholder's other obligations under
this Agreement, the Noteholder shall defend, protect, indemnify and hold
harmless the Company and all of its officers, directors, employees and agents
(including, without limitation, those retained in connection with the
transactions contemplated by this Agreement) (collectively, the “Company
Indemnitees”) from and against any and all Indemnified Liabilities incurred by
the Indemnitees or any of them as a result of, or arising out of, or relating to
(a) any misrepresentation or breach of any representation or warranty made by
the Noteholder(s) in this Agreement, , instrument or document contemplated
hereby or thereby executed by the Noteholder, (b) any breach of any covenant,
agreement or obligation of the Noteholder(s) contained in this Agreement, or any
other certificate, instrument or document contemplated hereby or thereby
executed by the Noteholder, or (c) any cause of action, suit or claim brought or
made against such Company Indemnitee based on material misrepresentations or due
to a material breach and arising out of or resulting from the execution,
delivery, performance or enforcement of this Agreement or any other instrument,
document or agreement executed pursuant hereto by any of the Company
Indemnities. To the extent that the foregoing undertaking by each Noteholder may
be unenforceable for any reason, each Noteholder shall make the maximum
contribution to the payment and satisfaction of each of the Indemnified
Liabilities, which is permissible under applicable law.

    


    9.
GOVERNING LAW: MISCELLANEOUS.

    


    (a) Governing Law. This
Agreement shall be governed by and interpreted in accordance with the laws of
the State of Nevada without regard to the principles of conflict of laws. The
parties further agree that any action between them shall be heard in Harris
County, Texas, and expressly consent to the jurisdiction and venue of the
District Court of Harris County Texas, sitting in Houston, Texas and the United
States District Court for the Southern District of Texas sitting in Houston,
Texas for the adjudication of any civil action asserted pursuant to this
Paragraph.

    


    (b) Counterparts. This
Agreement may be executed in two or more identical counterparts, all of which
shall be considered one and the same agreement and shall become effective when
counterparts have been signed by each party and delivered to the other party. In
the event any signature page is delivered by facsimile transmission, the party
using such means of delivery shall cause four (4) additional original executed
signature pages to be physically delivered to the other party within five (5)
days of the execution and delivery hereof.

    


    (c) Headings. The
headings of this Agreement are for convenience of reference and shall not form
part of, or affect the interpretation of, this Agreement.

    


    (d) Severability. If any
provision of this Agreement shall be invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability shall not affect the validity
or enforceability of the remainder of this Agreement in that jurisdiction or the
validity or enforceability of any provision of this Agreement in any other
jurisdiction.

    


    (e) Entire Agreement,
Amendments. This Agreement supersedes all other prior oral or written
agreements between the Noteholder(s), the Company, their affiliates and persons
acting on their behalf with respect to the matters discussed herein, and this
Agreement and the instruments referenced herein contain the entire understanding
of the parties with respect to the matters covered herein and therein and,
except as specifically set forth herein or therein, neither the Company nor any
Noteholder makes any representation, warranty, covenant or undertaking with
respect to such matters. No provision of this Agreement may be waived or amended
other than by an instrument in writing signed by the party to be charged with
enforcement.

    


    (f) Notices. Any notices,
consents, waivers, or other communications required or permitted to be given
under the terms of this Agreement must be in writing and will be deemed to have
been delivered (i) upon receipt, when delivered personally; (ii) upon
confirmation of receipt, when sent by facsimile; (iii) three (3) days after
being sent by U.S. certified mail, return receipt requested, or (iv) one (1) day
after deposit with a nationally recognized overnight delivery service, in each
case properly addressed to the party to receive the same.  The
addresses and facsimile numbers for such communications shall be:

    


    if to the
Company:

    


    The Mint
Leasing, Inc.

    323 North
Loop West

    Houston,
TX 77008

    Attn: Mr.
Jerry Parish,

    President

    Phone:
(713) 665-2000

    Fax:
(713) 665-8311

    


    if to the
Transfer Agent:

    


    Island
Stock Transfer

    100
2nd
Avenue South, 104N

    St.
Petersburg, FL 33701

    Business:
(727) 289-0010

    Business
Fax: (727) 289-0069


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    If  to
the Noteholder(s), to its address and facsimile number on Schedule I, with
copies to the Noteholder's counsel as set forth on Schedule I.  Each
party shall provide five (5) days' prior written notice to the other party of
any change in address or facsimile number.

    


    (g) Successors and
Assigns. This Agreement shall be binding upon and inure to the benefit of
the parties and their respective successors and assigns. Neither the Company nor
any Noteholder shall assign this Agreement or any rights or obligations
hereunder without the prior written consent of the other party
hereto.

    


    (h) No Third Party
Beneficiaries. This Agreement is intended for the benefit of the parties
hereto and their respective permitted successors and assigns, and is not for the
benefit of, nor may any provision hereof be enforced by, any other
person.

    


    (i) Survival. Unless The
representations and warranties of the Company and the Noteholder(s) contained in
Sections 2 and 3, the agreements and covenants set forth in Sections 4, 5 and 9,
and the indemnification provisions set forth in Section 8, shall survive the
Closing for a period of two (2) years following the date on which the
Convertible Note is converted in full. The Noteholder(s) shall be responsible
only for its own representations, warranties, agreements and covenants
hereunder.

    


    (j) Publicity. The
Company and the Noteholder(s) shall have the right to approve, before issuance
any press release or any other public statement with respect to the transactions
contemplated hereby made by any party; provided, however, that the Company shall
be entitled, without the prior approval of the Noteholder(s), to issue any press
release or other public disclosure with respect to such transactions required
under applicable securities or other laws or regulations (the Company shall use
its best efforts to consult the Noteholder(s) in connection with any such press
release or other public disclosure prior to its release and Noteholder(s) shall
be provided with a copy thereof upon release thereof).

    


    (k) Further Assurances.
Each party shall do and perform, or cause to be done and performed, all such
further acts and things, and shall execute and deliver all such other
agreements, certificates, instruments and documents, as the other party may
reasonably request in order to carry out the intent and accomplish the purposes
of this Agreement and the consummation of the transactions contemplated
hereby.

    


    (l) Termination. In the
event that the Closing shall not have occurred with respect to the Noteholders
on or before five (5) business days from the date hereof due to the Company's or
the Noteholder's failure to satisfy the conditions set forth in Sections 6 and 7
above (and the non-breaching party's failure to waive such unsatisfied
condition(s)), the non-breaching party shall have the option to terminate this
Agreement with respect to such breaching party at the close of business on such
date without liability of any party to any other party.

    


    (m) No Strict
Construction. The language used in this Agreement will be deemed to be
the language chosen by the parties to express their mutual intent, and no rules
of strict construction will be applied against any party.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
Noteholders and the Company have caused this Note Conversion Agreement to be
duly executed as of the date first written above.

     

    


    
      	
              COMPANY:

            	 	
              NOTEHOLDERS

            	 
      
	
              THE
      MINT LEASING, INC.

            	 	 
      	 
      	 
      
	 
      	 
      	 	
              Three
      Irons Inc.

            	 
      
	 
      	 
      	 	 
      	 
      	 
      
	      
              By

            	
                    
                /s/
      Jerry Parish

              

            	 	
              by

            	
              /s/ Hunter M.A. Carr

            	 
      
	 
      	
              
                Jerry Parish President

              

            	 	 
      	
              Hunter
      M.A. Carr, President

            	 
      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
I

    


    NOTEHOLDERS

    


    


    


    
      	
              Name
      and Address of Noteholder

            	
              Description
      of Notes Held

            	
              Number
      of Conversion Shares

            
	 
      	 
      	 
      
	
              Three
      Irons, Inc.

              12000
      Westheimer, Suite 340

              Houston,
      Texas 77077-6531

            	
              Promissory
      Note dated as of July 8, 2005

            	
              11,028,872

            
	 
      	 
      	 
      
	
              (Record,
      but not beneficial Owner)

            	
              Promissory
      Note dated as of September 15, 2006;

            	 
      
	 
      	 
      	 
      
	 
      	
              Promissory
      Note dated as of February 12, 2007

            	 
      


    

    

      
        
           


        

        
          Page
17

          
            

          

        

        
           


        

      

    

     

    
      EXHIBIT
A

      The
Mint Leasing, Inc.

      
        
          

        

      

    

    323 North
Loop West © Houston,
TX 77008

    


    


    


    July 18,
2008

    


    Island
Stock Transfer

    100
2nd
Avenue South, 104N

    St.
Petersburg, FL 33701

    


    Ladies
and Gentlemen:

    


    The Mint
Leasing, Inc., a Nevada corporation (formerly Legacy Communications Corporation)
(the “Company”), and certain investors (the “Noteholders”) have entered into a
Note Conversion Agreement dated as of July 18, 2008 (the “Agreement”) providing
for the issuance of shares of common stock of the Company (“Conversion Shares”)
in exchange and conversion of a promissory note with a remaining unpaid
principal balance of ________ (the “Notes”).

    


    You are
hereby irrevocably authorized and instructed to reserve a sufficient number of
shares of Common Stock (initially, _______ shares) of the Company for issuance
upon full conversion of the Notes in accordance with the terms
thereof.  You are hereby further irrevocably authorized and directed
to issue the shares of Common Stock so reserved upon your receipt of a notice of
conversion (“Notice of Conversion”) duly executed by an Investor in accordance
with the terms of such notices and the Agreement.

    


    A copy of
a Form of Notice of Conversion is attached hereto.  You should
familiarize yourself with your issuance and delivery obligations, as Transfer
Agent, contained therein.  The shares to be issued are to be
registered in the names of the registered holder of the Note submitted for
conversion or exercise.

    


    The
Company hereby confirms to you that the shares have not been registered under
the Securities Act of 1933 or otherwise.  However, if the Noteholder
represents to you that it is not an “Affiliate” as that term is defined in Rule
501(b) of Regulation D of the Securities Act of 1933, the shares may be issued
and resold pursuant to Rule 144 without any restriction as to the number of
securities as of a particular date that can then be immediately sold, such
shares should be transferred, at the option of the holder of the Note as
specified in the Notice of Conversion, either (i) electronically by crediting
the account of a Prime Broker with the Depository Trust Company through its
Deposit Withdrawal Agent Commission system or (ii) in certificated form without
any legend which would restrict the transfer of the shares, and you should
remove all stop-transfer instructions relating to such shares.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    The
Noteholders are intended to be and are third party beneficiaries hereof, and no
amendment or modification to the instructions set forth herein may be made
without the consent of such Noteholders.

     

    
      
        	 
      	
                Very
      truly yours,

              	 
      
	 
      	 
      	 
      
	 
      	
                THE
      MINT LEASING, INC.

              	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                /s/ Jerry Parish

              	 
      
	 
      	
                Jerry
      Parish

              	 
      
	 
      	
                President

              	 
      


      

    

    Acknowledged:

    


    
      	
              Island Stock Transfer

            	 
	
              Transfer
      Agent

            	 
	 
      	 
      	 
	
              By:

            	 
      	 
	
              Name:

            	 
      	 
	
              Title: