Filed by Bowne Pure Compliance





Exhibit 4.1

THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.



	 	 	 
	No. [2009-1]

	 	U.S. [$_____]






Original Issue Date: February __, 2009




SECURED SERIES 2009 12% CONVERTIBLE NOTE

DUE MARCH 31, 2009




THIS NOTE is one of a duly authorized issue of Notes of SMART MOVE, INC., a Delaware
corporation, (the “Company”), designated as its Series 2009 12% Convertible Notes (the
“Notes”) due on March 31, 2009 (the “Maturity Date”), in an aggregate principal amount of
$_____ plus accrued but unpaid interest.



FOR VALUE RECEIVED, the Company promises to pay to ________, the registered
holder hereof (the “Holder”), the principal sum of ________ and 00/100 Dollars
(US $ _____) and to pay interest on the principal sum outstanding
from time to time in arrears at the rate of 12% per annum, accruing from February ____, 2009.
Accrual of interest shall commence on the first such business day to occur after the Issue Date and
shall continue to accrue on a daily basis until payment in full of the principal sum has been made
or duly provided for. All accrued and unpaid interest shall be due and payable on the Maturity Date



This Note is being issued pursuant to the terms of the Subscription Agreement, dated
__________, 2009 (the “Subscription Agreement”), to which the Company and the Holder (or the
Holder’s predecessor in interest) are parties. Capitalized terms not otherwise defined herein
shall have the meanings ascribed to them in the Subscription Agreement.




This Note is subject to the following additional provisions.




Section 1. Collateral, and Pari Passu.



(a) This Note is one of a series of Notes known as the Series 2009 12% Convertible Notes in a
total principal amount of $1,200,000 plus accrued but unpaid interest. No payments will be made to
the holder of this Note unless a proportional payment (based on outstanding principal amount) is
made with respect to all other Notes. Upon liquidation, this Note will be treated in pari passu
with all other Notes and all other unsecured indebtedness of the Company.



(b) The repayment of this Note is secured by a Security Agreement of even date for the benefit
of all holders of Notes issued in this Series. Further, the interests of all holders of Notes is
subject to the terms and conditions of that certain Agreement Respecting Lenders between and among
all holders of Notes and all holders of other notes of the Company in the aggregate principal
amount of approximately $9.2 million providing, inter alia, for all such Lenders sharing in payments
and the Collateral pari passu..


 


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Section 2. No Sale or Transfer. This Note may not be sold, transferred,
assigned, hypothecated or divided into two or more Notes of smaller denominations except to the
extent such sale, transfer, assignment, hypothecation or division is in compliance with federal and
applicable state securities laws, the compliance with which must be established to the reasonable
satisfaction of the Company.



Section 3. No Limitations on Debt; No Limitation on Equity. The existence of
this Note does not preclude the Company from incurring other indebtedness (including secured debt
and including other Notes which may, by their terms, be senior to the Notes) or issuing additional
equity securities.



Section 4. Provisions Regarding Payment of Interest. If not paid previously,
all interest will be payable at the Maturity Date.



Section 5. (a) “Event of Default” wherever used herein, means any one of the
following events (whatever the reason and whether it shall be voluntary or involuntary or effected
by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule
or regulation of any administrative or governmental body):




(i) Any default in the payment of the principal of or interest on this Note as and when the
same shall become due and payable, (whether on the Maturity Date or by acceleration or
otherwise);




(ii) The Company shall fail to observe or perform any other covenant, agreement or warranty
contained in, or otherwise commit any breach of, this Note or any other agreement between
holder and the Company and such failure or breach shall not have been remedied within 30
days after the date on which notice of such failure or breach shall have been given;




(iii) The Company shall commence a voluntary case under the United States Bankruptcy Code or
insolvency laws as now or hereafter in effect or any successor thereto (the “Bankruptcy
Code”); or an involuntary case is commenced against the Company under the Bankruptcy
Code and the petition is not controverted within 30 days, or is not dismissed within 60
days, after commencement of such involuntary case; or a “custodian” (as defined in the
Bankruptcy Code) is appointed for, or takes charge of, all or any substantial part of the
property of the Company or the Company commences any other proceeding under any
reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency
or liquidation or similar law of any jurisdiction whether now or hereafter in effect
relating to the Company or there is commenced against the Company any such proceeding which
remains undismissed for a period of 60 days; or the Company is adjudicated insolvent or
bankrupt; or any order of relief or other order approving any such case or proceeding is
entered; or the Company suffers any appointment of any custodian or the like for it or any
substantial part of its property which continues undischarged or unstayed for a period of 60
days; or the Company makes a general assignment for the benefit of creditors; or the Company
shall fail to pay, or shall state that it is unable to pay its debts generally as they
become due; or the Company shall call a meeting of all of its creditors with a view to
arranging a composition or adjustment of its debts; or the Company shall by any act or
failure to act indicate its consent to, approval of or acquiescence in any of the foregoing;
or any corporate or other action is taken by the Company for the purpose of effecting any of
the foregoing.


 


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(b) Remedies. The Holder, together with all other holders of Notes based on a
majority vote by principal amount of the Holders of all other Notes (a “Majority of the Holders”),
may declare a default under Section 5(a)(i) upon not less than 15 days’ written notice to the Company. If the
Company fails to cure an Event of Default within such period (or if the cure cannot be reasonably
completed within such period, commence the cure of the Event of Default and diligently pursue such
cure), then interest shall thereafter accrue at the default interest rate of 18% per annum and a
Majority of the Holders may:




(i) Declare all amounts due under the Notes immediately due and owing and exercise all
rights with respect thereto permitted by law;




(ii) Apply to a court with its seat in Colorado that has jurisdiction over the Company for
the appointment of a receiver to manage the assets and operations of the Company;




(iii) Convert all of the Notes into common stock of the Company; or




(iv) Assert any other remedy available at law or in equity.



Section 6. Prepayment. The Company may prepay this Note in whole or in part
at any time prior to the Maturity Date upon not less than 30 days’ written notice to the Holder.



Section 7. Definitions. For the purposes hereof, the following terms shall
have the following meanings:




“Business Day” means any day except Saturday, Sunday and any day which shall be a
legal holiday or a day on which banking institutions in the State of Colorado are authorized
or required by law or other government action to close.




“Company” means Smart Move, Inc., a Delaware corporation.




“Conversion Amount” shall mean the total of unpaid principal and accrued but unpaid
interest at the date such amount is determined.




“Conversion Price” shall mean $0.02 per share, as adjusted as set forth in Section
8(d), below.




“Conversion Shares” shall mean the shares of the Company’s common stock issued or
issuable upon conversion of the Notes.




“Notes” means the Notes, or any of them, as the context may require.




“Holder” means any Person who is a registered holder of this Note as listed in the
books of the Company.




“Interest Payment Date” is as defined in the paragraph entitled “FOR VALUE
RECEIVED,” above.




“Majority of the Holders” is as defined in Section 5(b).




“Market Price” at any date shall be deemed to be (i) if the principal trading market
for such securities is any exchange, the last reported sale price, on each Trading Day for
which determination is made as officially reported on any consolidated tape, (ii) if the
principal market for such securities is the over-the-counter market, the closing prices (or,
if no closing price, the closing bid price) on such Trading Days as set forth by Nasdaq or
the OTC Bulletin Board (whichever is the principal market for the Company’s common stock) as
reported at


 


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http://finance.yahoo.com or, (iii) if the security is not quoted on Nasdaq or the OTC
Bulletin Board), the average bid and asked price as set forth on www.pinksheets.com or (if
not available) in the National Quotation Bureau sheet listing such securities for such day.
Notwithstanding the foregoing, if there is no reported closing price or bid price, as the
case may be, on any of the ten trading days preceding the event requiring a determination of
Market Price hereunder, then the Market Price shall be determined in good faith by
resolution of the Board of Directors of the Company, based on the best information available
to it.




“Material Adverse Effect” means a material adverse effect upon the business,
operations, properties, assets or condition (financial or otherwise) of the Company taken as
a whole.




“Maturity Date” means the date defined in the first paragraph or (if earlier) the
date of any prepayment or acceleration.




“Original Issue Date” shall mean the date this Note is purchased by the initial
holder.




“Person” means a corporation, an association, a partnership, organization, a
business, an individual, a government or political subdivision thereof or a governmental
agency.




“Strike Price” means a Market Price of $0.02 per share, as adjusted as set forth in
Section 8(d), below.




“Trading Day” means a day in which the market on which shares of the Company’s
common stock are principally traded is open for trading, whether or not any shares of the
Company’s common stock are actually traded on that day.




Section 8. Conversion.



a. Voluntary Conversion. At any time before this Note has been paid, upon written
notice to the Company, the Holder may convert the Conversion Amount into shares of the Company’s
common stock by dividing the Conversion Amount by the Conversion Price.



b. Limitation on Conversion. Notwithstanding any other provision hereof, in no event
(except (i) as specifically provided herein as an exception to this provision, or (ii) while there
is outstanding a tender offer for any or all of the shares of the Company’s Common Stock) shall the
Holder be entitled to convert any portion of this Note, or shall the Company have the obligation to
convert such Note (and the Company shall not have the right to pay interest hereon in shares of
Common Stock) to the extent that, after such conversion or issuance of stock in payment of
interest, the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and
its affiliates (other than shares of Common Stock which may be deemed beneficially owned through
the ownership of the unconverted portion of the Notes or other convertible securities or of the
unexercised portion of warrants or other rights to purchase Common Stock), and (2) the number of
shares of Common Stock issuable upon the conversion of the Notes with respect to which the
determination of this proviso is being made, would result in beneficial ownership by the Holder and
its affiliates of more than 4.99% of the outstanding shares of Common Stock (after taking into
account the shares to be issued to the Holder upon such conversion). For purposes of the proviso
to the immediately preceding sentence, beneficial ownership shall be determined in accordance with
Section 13(d) of the Securities Exchange Act of 1934, as amended, except as otherwise provided in
clause (1) of such sentence. The Holder, by its acceptance of this Note, further agrees that if
the Holder transfers or assigns any of the Notes to a party who or which would not be considered
such an affiliate, such assignment shall be made subject to the transferee’s or assignee’s specific
agreement to be bound by the provisions of this Section 8(b) as if such transferee or



 


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assignee were the original Holder hereof. Nothing herein shall preclude the Holder from disposing
of a sufficient number of other shares of Common Stock beneficially owned by the Holder so as to
thereafter permit the continued conversion of this Note. The provisions of this paragraph 8(b)
shall not apply to any holder who, immediately prior to the purchase of this Note, would be deemed
to be the beneficial owner of 5% or more of the issued and outstanding shares of the Company’s
common stock. This paragraph 8(b) shall terminate in the event (i) the Company no longer has a
class of equity securities registered under Section 12(g) of the Exchange Act, (ii) the Company is
no longer a reporting company under Section 13(a) or 15(d) of the Exchange Act, or (iii) at the
sole election of the Holder hereof.



c. Manner of Converison. Conversion shall be effectuated by faxing a Notice of
Conversion (as defined below) to the Company as provided in this paragraph. The Notice of
Conversion shall be executed by the Holder of this Note and shall evidence such Holder’s intention
to convert this Note or a specified portion hereof in the form annexed hereto as Exhibit A. No
fractional shares of Common Stock or scrip representing fractions of shares will be issued on
conversion, but the number of shares issuable shall be rounded to the nearest whole share. The
date on which notice of conversion is given (the “Conversion Date”) shall be deemed to be the date
on which the Holder faxes or otherwise delivers the conversion notice (“Notice of Conversion”) to
the Company so that it is received by the Company on or before such specified date, provided that,
if such conversion would convert the entire remaining principal of this Note, the Holder shall
deliver to the Company the original Notes being converted no later than five (5) business days
thereafter. Facsimile delivery of the Notice of Conversion shall be accepted by the Company at
facsimile number (720) 488-0190: Attention Chris Sapyta, President. Certificates representing
Common Stock upon conversion (“Conversion Certificates”) will be delivered to the Holder at the
address specified in the Notice of Conversion (which may be the Holder’s address for notices as
contemplated by the Subscription Agreement or a different address), via express courier, by
electronic transfer or otherwise, as provided in Section 8(d)(iii) below, and, if interest is paid
by Common Stock, the Interest Payment Date. The Holder shall be deemed to be the holder of the
shares issuable to it in accordance with the provisions of this Section 8(c) on the Conversion
Date.




d. Nature of Common Stock Issued.



(i) When issued upon conversion of the Notes pursuant to Section 8(a) hereof, the Conversion
Shares will be legally and validly issued, fully-paid and non-assessable.



(ii) Upon any conversion, this Note will be deemed cancelled and of no further force and
effect, representing only the right to receive the Conversion Shares, regardless whether the Holder
delivers this Note to the Company for cancellation.



(iii) As soon as possible after a conversion has been effected (and subject to the Holder
having returned the Note to the Company for cancellation), the Company will deliver to the
converting holder a certificate or certificates representing the Conversion Shares issuable by
reason of such conversion in such name or names and such denomination or denominations as the
converting holder has specified If any fractional share of common stock would be issuable upon any
conversion, the Company will pay the holder of the Conversion Shares an amount equal to the Market
Price of such fractional share.




(iv) The issuance of certificates for shares of Conversion Shares will be made without charge.



(v) The Company will not close its books against the transfer of the Conversion Shares issued
or issuable in any manner which interferes with the conversion of this Note.


 


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e. Conversion Price Dilution Adjustment. In order to prevent dilution of the
conversion rights granted under this Section, the Conversion Price and the Strike Price will be
subject to adjustment from time to time pursuant to this Section 8e.



(i) If, for as long as this Note remains outstanding, the Company enters into a merger (other
than where the Company is the surviving entity) or consolidation with another corporation or other
entity or a sale or transfer of all or substantially all of the assets of the Company to another
person (collectively, a “Sale”), the Company will require, in the agreements reflecting such
transaction, that the surviving entity expressly assume the obligations of the Company hereunder.
Notwithstanding the foregoing, if the Company enters into a Sale and the holders of the Common
Stock are entitled to receive stock, securities or property in respect of or in exchange for Common
Stock, then as a condition of such Sale, the Company and any such successor, purchaser or
transferee will agree that the Note may thereafter be converted on the terms and subject to the
conditions set forth above into the kind and amount of stock, securities or property receivable
upon such merger, consolidation, sale or transfer by a holder of the number of shares of Common
Stock into which this Note might have been converted immediately before such merger, consolidation,
sale or transfer, subject to adjustments which shall be as nearly equivalent as may be practicable.
In the event of any such proposed Sale, (i) the Holder hereof shall have the right to convert by
delivering a Notice of Conversion to the Company within fifteen (15) days of receipt of notice of
such Sale from the Company.



(ii) If, at any time while any portion of this Note remains outstanding, the Company spins off
or otherwise divests itself of a part of its business or operations or disposes of all or of a part
of its assets in a transaction (the “Spin Off”) in which the Company, in addition to or in lieu of
any other compensation received and retained by the Company for such business, operations or
assets, causes securities of another entity (the “Spin Off Securities”) to be issued to security
holders of the Company, the Company shall cause (i) to be reserved Spin Off Securities equal to the
number thereof which would have been issued to the Holder had all of the Holder’s Notes outstanding
on the record date (the “Record Date”) for determining the amount and number of Spin Off Securities
to be issued to security holders of the Company (the “Outstanding Notes”) been converted as of the
close of business on the trading day immediately before the Record Date (the “Reserved Spin Off
Shares”), and (ii) to be issued to the Holder on the conversion of all or any of the Outstanding
Notes, such amount of the Reserved Spin Off Shares equal to (x) the Reserved Spin Off Shares
multiplied by (y) a fraction, of which (I) the numerator is the principal amount of the Outstanding
Notes then being converted, and (II) the denominator is the principal amount of the Outstanding
Notes.



(iii) If, at any time while any portion of this Note remains outstanding, the Company
effectuates a stock split or reverse stock split of its Common Stock or issues a dividend on its
Common Stock consisting of shares of Common Stock, the Conversion Price and any other amounts
calculated as contemplated hereby shall be equitably adjusted to reflect such action. By way of
illustration, and not in limitation, of the foregoing, (i) if the Company effectuates a 2:1 split
of its Common Stock, thereafter, with respect to any conversion for which the Company issues shares
after the record date of such split, the Conversion Price shall be deemed to be one-half of what it
had been immediately prior to such split; (ii) if the Company effectuates a 1:10 reverse split of
its Common Stock, thereafter, with respect to any conversion for which the Company issues shares
after the record date of such reverse split, the Conversion Price shall be deemed to be ten times
what it had been calculated to be immediately prior to such split; and (iii) if the Company
declares a stock dividend of one share of Common Stock for every 10 shares outstanding, thereafter,
with respect to any conversion for which the Company issues shares after the record date of such
dividend, the Conversion Price shall be deemed to be such amount multiplied by a fraction, of which
the numerator is the number of shares (10 in the example) for which a dividend share will be issued
and the denominator is such number of shares plus the dividend share(s) issuable or
issued thereon (11 in the example).


 


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Section 9. No Impairment. Except as expressly provided herein, no provision
of this Note shall alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of, and interest on, this Note at the time, place, and rate,
and in the coin or currency, herein prescribed. This Note is a direct obligation of the Company.



Section 10. No Rights as a Shareholder. This Note shall not entitle the
Holder to any of the rights of a stockholder of the Company, including without limitation, the
right to vote, to receive dividends and other distributions, or to receive any notice of, or to
attend, meetings of stockholders or any other proceedings.



Section 11. No recourse shall be had for the payment of the principal of, or the
interest on, this Note, or for any claim based hereon, or otherwise in respect hereof, against any
incorporator, shareholder, officer or director, as such, past, present or future, of the Company or
any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue hereof, expressly waived and released.



Section 12. All payments contemplated hereby to be made “in cash” shall be made in
immediately available good funds of United States of America currency by wire transfer to an
account designated in writing by the Holder to the Company (which account may be changed by notice
similarly given). All payments of cash and each delivery of shares of Common Stock issuable to the
Holder as contemplated hereby shall be made to the Holder at the address last appearing on the Note
Register of the Company as designated in writing by the Holder from time to time; except that the
Holder can designate, by notice to the Company, a different delivery address for any one or more
specific payments or deliveries.



Section 13. The Holder of the Note, by acceptance hereof, agrees that this Note is
being acquired for investment and that such Holder will not offer, sell or otherwise dispose of
this Note or the shares of Common Stock issuable upon conversion thereof except under circumstances
which will not result in a violation of the Act or any applicable state Blue Sky or foreign laws or
similar laws relating to the sale of securities.



Section 14. The Notes will initially be issued in denominations determined by the
Company, but are exchangeable for an equal aggregate principal amount of Notes of different
denominations, as requested by the Holder surrendering the same. No service charge will be made
for such registration or transfer or exchange.



Section 15. The Company shall be entitled to withhold from all payments of principal
of, and interest on, this Note any amounts required to be withheld under the applicable provisions
of the United States income tax laws or other applicable laws at the time of such payments, and
Holder shall execute and deliver all required documentation in connection therewith.



Section 16 This Note has been issued subject to investment representations of the
original purchaser hereof and may be transferred or exchanged only in compliance with the
Securities Act of 1933, as amended (the “Act”), and other applicable state and foreign securities
laws and the terms of the Subscription Agreement. In the event of any proposed transfer of this
Note, the Company may require, prior to issuance of a new Note in the name of such other person,
that it receive reasonable transfer documentation that is sufficient to evidence that such proposed
transfer complies with the Act and other



 


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applicable state and foreign securities laws and the terms of the Subscription Agreement. Prior to
due presentment for transfer of this Note, the Company and any agent of the Company may treat the
person in whose name this Note is duly registered on the Company’s Note Register as the owner
hereof for the purpose of receiving payment as herein provided and for all other purposes, whether
or not this Note be overdue, and neither the Company nor any such agent shall be affected by notice
to the contrary.



Section 17. Mutilated, Lost or Stolen Notes. If this Note shall be mutilated,
lost, stolen or destroyed, the Company shall execute and deliver, in exchange and substitution for
and upon cancellation of a mutilated Note, or in lieu of or in substitution for a lost, stolen or
destroyed Note, a new Note for the principal amount of this Note so mutilated, lost, stolen or
destroyed but only upon receipt of evidence of such loss, theft or destruction of such Note, and of
the ownership hereof, and adequate indemnity, if requested, all reasonably satisfactory to the
Company.



Section 18. Governing Law. This Note shall be governed by and construed in
accordance with the laws of the State of Colorado. Each of the parties consents to the exclusive
jurisdiction of the federal courts whose districts encompass any part of Boulder, Colorado, or the
state courts of the State of Colorado sitting in Boulder County, Colorado in connection with any
dispute arising under this Agreement and hereby waives, to the maximum extent permitted by law, any
objection, including any objection based on forum non coveniens, to the bringing of any such
proceeding in such jurisdictions. To the extent determined by such court, the Company shall
reimburse the Holder for any reasonable legal fees and disbursements incurred by the Holder in
enforcement of or protection of any of its rights under any of this Note.



Section 19. Waiver of Jury Trial; No Other Waivers. The Company and the
Holder hereby waive the right to a trial by jury in any action, proceeding or counterclaim in
respect of any matter arising out or in connection with this Note. Any waiver by the Company or
the Holder of a breach of any provision of this Note shall not operate as or be construed to be a
waiver of any other breach of such provision or of any breach of any other provision of this Note.
The failure of the Company or the Holder to insist upon strict adherence to any term of this Note
on one or more occasions shall not be considered a waiver or deprive that party of the right
thereafter to insist upon strict adherence to that term or any other term of this Note. Any waiver
must be in writing.



Section 20. Severability. If any provision of this Note is invalid, illegal or
unenforceable, the balance of this Note shall remain in effect, and if any provision is
inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other
Persons and circumstances.



Section 21. Obligations Due on a Business Day. Whenever any payment or other
obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on
the next succeeding Business Day (or, if such next succeeding Business Day falls in the next
calendar month, the preceding Business Day in the appropriate calendar month).



IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed by an officer
duly authorized for such purpose, as of the date first above indicated.



SMART MOVE, INC.




By:______________________

Chris Sapyta, President





Attest:




By:______________________




a) ______________________, Secretary


 


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EXHIBIT “A”




NOTICE OF CONVERSION




(To be executed by the Holder in order to elect to convert the Note)




TO:




The undersigned hereby irrevocably elects to convert the principal amount of the above Note
into Shares of Common Stock of SMART MOVE, INC., according to the conditions stated therein, as of
the Conversion Date written below.



	 	 	 	 	 
	Conversion Date:
	 	 	 	 
	Applicable Conversion Price:
	 	$	0.02	 
	Signature:
	 	 	 	 
	Name:
	 	 	 	 
	Address:
	 	 	 	 
	Note amount converted:
	 	$	 	 
	Number of shares of Common Stock to be issued:
	 	 	 	 
	Please issue the shares of Common Stock in the following name and to
the following address:
	 	 	 	 
	Issue to:
	 	 	 	 
	Authorized Signature:
	 	 	 	 
	Name:
	 	 	 	 
	Title:
	 	 	 	 
	Phone Number:
	 	 	 	 
	Broker DTC Participant Code:
	 	 	 	 
	Account Number:
	 	 	 	 






If this name is different from the name of the Holder, the Holder will have to show compliance for
such transfer with federal and applicable state securities laws or in accordance with the plan of
distribution in any Registration Statement.



By submitting this Notice of Conversion, the undersigned Holder represents and warrants to the
Company that Holder is an accredited investor as that term is defined in SEC Rule 501(a) or
otherwise able to evaluate the risks and merits of an investment, that the Holder is a
sophisticated investor as required by SEC Rule 506, that it has completed such investigation into
the Company and the securities being acquired pursuant to this Notice of Conversion as the
undersigned (in consultation with its advisors) has determined appropriate, and that it is
submitting this Notice of Conversion of its own volition and free will.



	 	 	 
	By: ____________________
	 	Date: ____________________






Name:

Address:




Social Security Number





 


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