Intelligent Highway Solutions, Inc. (fka IHSI)

[Skyline2012]

The Shareholder may only exercise the conversion option only after six (6) calendar months after Closing. The Preferred Shares shall be convertible to common shares of INTELLIGENT on the basis of one Preferred Share is equal to one (1) common share. As stated above the conversion option is only exercisable with TCA CRESENT’s lender’s prior written approval and if the share price is 0.30 cents per share or higher on the OTCBB Market when the Shareholder notifies INTELLIGENT of the desire to convert pursuant to Section 10.4.