Unassociated Document


     

    
      EXCHANGE AGREEMENT

       

      This
Exchange Agreement (this “Agreement”) is entered into
and effective as of September __, 2010 (the “Effective Date”) by and
between Global Investor Services, Inc., a Nevada corporation (the “Company”), and the investor
set forth on the signature page attached hereto (the “Holder”).

       

      WHEREAS, the Holder is the
holder of that certain Convertible Debenture, in the principal  amount
(the “Principal”) and
with interest (“Interest”) accrued as set
forth on the Exchange Notice (the “Notice”), attached hereto on
Exhibit A, issued by the
Company to the Holder (the “Debenture”); and

       

      WHEREAS, the Holder is the
holder of that certain Common Stock Purchase Warrant (the “Warrant”) to purchase shares
of common stock of the Company, $0.001 par value per share (the “Common Stock”) as set forth
on the Notice; and

       

      WHEREAS, the Company has
provided the Holder with the option, as set forth on the Notice, to (i) convert
125% of the Principal Amount and Interest payable under the Debenture (the “Amount Due”) into an 8%
Promissory Note due September 30, 2015 (the “New Note”), which is attached
hereto as Exhibit B or
(ii) convert the Amount Due into shares of Common Stock (the “Shares”), as set forth on the
Notice; and

       

      WHEREAS, the Company has
provided the Holder with the option, as set forth on the Notice, to (i) convert
the Warrant into a New Note in the amount as set forth on the Notice or (ii)
convert the Warrant into shares of Common Stock (the “Warrant Shares”), as set
forth on the Notice; and

       

      WHEREAS, pursuant to Section
3(a)(9) of the Securities Act of 1933, as amended (the “Act”), the Company
desires to exchange with the Holder, and the Holder desires to (i) exchange with
the Company, the Debenture for the New Note or
the Shares as set forth on the Notice and (ii) exchange with the Company, the
Warrant for the New Note or
the Warrant Shares as set forth on the Notice, on the terms and conditions of
and as more fully described in this Agreement.

       

      NOW, THEREFORE, in
consideration of the mutual covenants contained in this Agreement, and for other
good and valuable consideration the receipt and adequacy of which are hereby
acknowledged, the Company and the Holder agree as follows:

       

      1.           Exchange of Debenture for the New
Note or the Shares.
On the Effective Date, the Holder will transfer and deliver the Debenture
to the Company and the Company will issue to Holder the New Note or the Shares,
as set forth on the Notice (the “Debenture Exchange
Securities”), in exchange for the Debenture plus any and all claims
arising out of or relating to the Debenture, including without limitation any
accrued but unpaid interest thereon.  The Debenture shall be cancelled
for all purposes as of the Effective Date, whether or not the original is
returned to the Company for cancelation.

       

      2.           Exchange of Warrant for the New Note
or the Warrant Shares.
On the Effective Date, the Holder will transfer and deliver the Warrant
to the Company and the Company will issue to Holder the New Note or the Warrant
Shares, as set forth on Exhibit A (the “Warrant Exchange Securities” and
collectively with the Debenture Exchange Securities, the “Exchange
Securities”), in exchange for the Warrant plus any and all claims arising
out of or relating to the Warrant.  The Warrant shall be cancelled for
all purposes as of the Effective Date, whether or not the original is returned
to the Company for cancelation.

       

      3.           Delivery of Exchange
Securities.  All Exchange Securities shall be duly authorized,
validly issued, fully paid, non-assessable and free of any pre-emptive
rights.

       

      
        
          
          

        

        
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      4.           Representations and Warranties of
Company.  The Company hereby makes the following
representations and warranties to the Holder, with the understanding and
acknowledgment that the Holder will rely on such representations and warranties
in effecting transactions in securities of the Company:

       

      (a)           Power and
Authority.  The Company is a corporation duly incorporated,
validly existing and in good standing under the laws of the State of
Nevada.  The Company has the corporate power and authority to execute,
deliver and perform all of its obligations under the Agreement, and to issue,
sell and deliver the Exchange Securities.  The
execution, delivery and performance of the Agreement have been duly authorized
by all necessary corporate action on the part of the Company and the Agreement
has been duly executed and delivered by the Company.

       

      (b)           Exchange
Securities.  The Exchange Securities are duly authorized,
validly issued, fully paid and non-assessable.  The issuance of the
Exchange Securities is not be subject to any statutory or contractual preemptive
rights of any stockholder of the Company.  The Exchange Securities are
being issued to the Holder by the Company in compliance with all applicable
federal and state securities laws and regulations.

       

      (c)           No Liens.  The
Exchange Securities are free and clear of all pledges, security interests,
liens, charges, encumbrances, agreements, claims, rights of first refusal,
preemptive rights, or other restrictions and options of whatever nature
(collectively, “Liens”).  Upon consummation of the transaction
contemplated hereby, the Holder will acquire good and valid title to the
Exchange Securities free and clear of all Liens.

       

      (d)           No Conflicts.  The
execution and delivery of the Agreement by the Company does not, and the
Company’s performance of its obligations hereunder will not (i) violate the
certificate of incorporation, bylaws, or other organizational or governing
documents of Company, as in effect on the date hereof, (ii) violate in any
material respect any federal or state law, rule or regulation, or judgment,
order or decree of any state or federal court or governmental or administrative
authority, in each case that is applicable to the Company or its properties or
assets and which could have a material adverse effect on the Company’s business,
properties, assets, financial condition or results of operations or prevent the
performance by the Company of the Agreement, or (iii) require the authorization,
consent, approval of or other action of, notice to or filing or qualification
with, any state or federal governmental authority.

       

      (e)           No
Registration.  The exchange of the Debentures for the New Note
or the Shares is being consummated without registration under the Act pursuant
to the exemption from registration contained in Section 3(a)(9) of the
Act.  The Company has not engaged in any general solicitation or
engaged or agreed to compensate any broker or agent in connection with the
transactions contemplated by this Agreement.   None of the
Company, its subsidiaries, any of their affiliates, and any person acting on
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 any of the Exchange Securities under the
Securities Act of 1933, as amended (the “Act”).

       

      (f)           No
Integration.  None of the Company, its subsidiaries, any of
their affiliates, and any person acting on 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 cause the exchange transaction
contemplated by this Agreement to be integrated with any prior or
contemporaneous offerings by the Company for purposes of Act.  None of
the Company, its subsidiaries, their affiliates, and any person acting on their
behalf will take any action referred to in the preceding sentence that would
require registration of any of the Exchange Securities under the Act or cause
the exchange transaction contemplated by this Agreement to be integrated with
any prior or contemporaneous offerings of the Company.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      (g)           No
Litigation.  There is no action, suit, inquiry, notice of
violation, proceeding or investigation pending or, to the knowledge of the
Company, threatened against or affecting the Company, its affiliates, or any of
their respective properties, or the Exchange Securities, before or by any court,
arbitrator, governmental or administrative agency or regulatory authority
(federal, state, county, local or foreign) (collectively, an “Action”), which
adversely affects or challenges, or could adversely affect or challenge, the
legality, validity or enforceability of this Agreement or the Exchange
Securities.  The Company has not been the subject of any Action
involving a claim of violation of or liability under federal or state securities
laws or a claim of breach of fiduciary duty.  There has not been, and
to the knowledge of the Company there is not pending or contemplated, any
investigation by the Securities and Exchange Commission (“SEC”) involving the
Company or any of its officers or directors.

       

      (h)           SEC Filings.  The
Company is current in its filings of all reports, schedules, forms, statements,
and other documents required to be filed by it with the SEC, and all such
reports were true, complete and accurate in all material respects on the date of
filing thereof, and none contained a false statement of material fact, or failed
to state a material fact necessary to make any of the statements therein not
misleading.

       

      5.           Representations and Warranties of
Holder.  The Holder hereby makes the following representations
and warranties to the Company:

       

      (a)           The
Holder is the sole legal and beneficial owner of the Debenture free and clear of
any Liens or any claims of third parties.

       

      (b)           The
Holder is an “accredited investor” as defined in Regulation D under the
Act.

       

      (c)           The
Holder has made all investigations that the Holder deems necessary or desirable
in connection with the transactions contemplated by this Agreement and has had
an opportunity to ask questions of and receive answers from the Company and,
alone or together with the Holder’s advisors, has such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and
risks of the Holder’s investment in the Exchange Securities.

       

      (d)           The
Holder understands and acknowledges that the Company has requested that
additional holders of its derivative securities, including warrant and
convertible debentures holders, convert such securities under terms similar to
the terms provided in this Agreement.  Accordingly, the Holder
acknowledges that upon consummation of this transaction, there may be additional
shares of common stock or non-convertible debt outstanding.

       

      6.           Miscellaneous.

       

      (a)           Further Assurances.
Each party hereto shall promptly execute and deliver such further
agreements and instruments, and take such further actions, as the other party
may reasonably request in order to carry out the purpose and intent of this
Agreement.

       

      (b)           Notices.  All
notices, requests, demands and other communications hereunder shall be in
writing and shall be deemed given if delivered personally or by facsimile
transmission (with subsequent letter confirmation by mail) or two days after
being mailed by certified or registered mail, postage prepaid, return receipt
requested, to the parties, their successors in interest or their assignees at
the addresses that each party has on record.

       

      
        
          
          

        

        
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      (c)           Governing
Law.  All questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be governed by the
internal laws of the State of New York, without giving effect to any choice of
law or conflict of law provision or rule (whether of the State of New York or
any other jurisdictions) that would cause the application of the laws of any
jurisdictions other than the State of New York.  Each party hereby
irrevocably submits to the exclusive jurisdiction of the state and federal
courts sitting in the City of New York, Borough of Manhattan, for the
adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim
that such party is not personally subject to the jurisdiction of any such court,
that such suit, action or proceeding is brought in an inconvenient forum or that
the venue of such suit, action or proceeding is improper.  Nothing
contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law.

       

      (d)           Execution.  This
Agreement may be executed in two or more counterparts, all of which when taken
together shall be considered one and the same agreement.  In the event
that any signature is delivered by facsimile or other electronic transmission,
such signature shall create a valid and binding obligation of the party
executing (or on whose behalf such signature is executed) with the same force
and effect as if such facsimile or other electronic signature page were an
original thereof.

       

      (e)           Expenses.  Each
party hereto shall bear its own costs and expenses, including, without
limitation, attorneys’ fees, incurred in connection with this Agreement and the
transactions contemplated hereby.

       

      (f)           Complete
Agreement.  This Agreement, together with the exhibits hereto,
contains the entire agreement and understanding of the parties, and supersedes
all prior and contemporaneous agreements, term sheets, letters, discussions,
communications and understandings, both oral and written, which the parties
acknowledge have been merged into this Agreement.  No party,
representative, attorney or agent has relied upon any collateral contract,
agreement, assurance, promise, understanding or representation not expressly set
forth hereinabove.  The parties hereby expressly waive all rights and
remedies, at law and in equity, directly or indirectly arising out of or
relating to, or which may arise as a result of, any person or entity’s reliance
on any such assurance.


     

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    IN
WITNESS WHEREOF, the parties hereto have caused this Exchange Agreement to be
duly executed by their respective authorized signatories as of the date first
indicated above.

     

    Company:

     

    GLOBAL INVESTOR SERVICES, INC.

    


    
      
        
          
            
              
                	
                        By:

                      	 
      
	 
	
                        Name:  Nicholas
      Maturo

                      
	
                        Title:    Chief
      Executive
    Officer

                      


              

            

          

        

      

    

    


    
      
        
          
            
              
                
                  	
                          Holder:

                        
	 
	 
      
	
                          [insert
      holder
name]

                        


                

              

            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
A

    EXCHANGE
NOTICE

     

    To:           GLOBAL INVESTOR SERVICES,
INC.

     

    CONVERTIBLE
DEBENTURE - The undersigned Holder of the attached certain Convertible
Debenture dated ______,
in the principal amount of $_____
with interest of $_____
accrued to date hereby surrenders such Convertible
Debenture and irrevocable elects to:

     

    Choose
One:


     

    
      	
              __

            	
              The Holder elects to convert the Convertible Debenture into an
      8% Promissory Note due September 30, 2015 in the principal amount of
      $[125%
      of debenture]. 

            


    

     

    or

    
      	
              __

            	
              The Holder elects to convert the Convertible Debenture into
      [insert
      # of shares] shares of common stock of the Company, $0.001 par
      value per share.

            


    

     

     

    COMMON STOCK
PURCHASE WARRANT - The undersigned Holder of the attached certain Common
Stock Purchase Warrant dated ______ to acquire ____ shares of common
stock of the Company hereby surrenders such Common Stock Purchase Warrant and
irrevocable elects to:

     

    Choose
One:


     

    
      	
              __

            	
              The Holder elects to convert the Common Stock Purchase Warrant
      into an 8% Promissory Note due September 30, 2015 in the principal amount
      of $[insert
      amount]. 

            


    

     

    or

    
      	
              __

            	
              The Holder elects to convert the Common Stock Purchase Warrant
      into [insert # of shares] shares of common stock of the Company, $0.001
      par value per share.

            


    

     

    The
undersigned herewith requests that the certificates for such shares or 8%
Promissory Note due September 30, 2015, as applicable,  be issued in
the name of, and delivered to the undersigned, whose address is
________________________________.

    


    
      
        
          
            
              
                	
                        Holder:

                      	 
      
	 
      	 
      
	 
      	 
      
	 	 
	
                        By:

                      	 
      
	 
      	
                        Name:

                      
	 
      	
                        Title:

                      


              

            

          

        

      

    

    


    ACKNOWLEDGED  AND
AGREED:

    


    GLOBAL
INVESTOR SERVICES, INC.

    


    
      
        
          	
                  By:

                	 
      
	
                  Name:
      Nicholas Maturo

                
	
                  Title:
      Chief Executive Officer

                


        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
EXHIBIT
B

    


    PROMISSORY
NOTE

     

    
      	
              $[  
      ]

            	
              New
      York, New York

            
	 
      	
              September
      30, 2010

            


    

     

    Global Investor Services, Inc., a
Nevada corporation (the "Maker"), for value received, hereby promises to pay
to [   ], or registered assigns (the "Holder"), the principal sum
of [             ]
($     ) Dollars in such coin or currency of the
United States of America as at the time of payment shall be legal tender for the
payment of public and private debts.  Maker further promises to pay
interest on the unpaid principal balance hereof at the rate of eight percent
(8%) per annum, principal and interest on the outstanding balance to be paid on
September 30, 2015.   Interest shall be calculated on the basis
of a 360 day year and actual days elapsed.  In no event shall the
interest charged hereunder exceed the maximum permitted under the laws of the
State of New York.

    


    This Note can be prepaid in whole or in
part at any time without the consent of the Holder provided that Maker shall pay
all accrued interest on the principal so prepaid to date of such
prepayment.

    


    The entire unpaid principal balance of
this Note and interest accrued with respect thereto shall be immediately due and
payable upon the occurrence of any of the following (each, an "Event of
Default"):

    


    a.  Application for, or
consent to, the appointment of a receiver, trustee or liquidator for Maker or of
its property;

    


    b. Admission in writing of the Maker's
inability to pay its debts as they mature;

    


    c.  General assignment by the
Maker for the benefit of creditors;

    


    d.  Filing by the Maker of a
voluntary petition in bankruptcy or a petition or an answer seeking
reorganization, or an arrangement with creditors; or

    


    e.  Entering against the
Maker of a court order approving a petition filed against it under the federal
bankruptcy laws, which order shall not have been vacated or set aside or
otherwise terminated within 60 days.

    


    f.           Default
in the payment of the principal or accrued interest on this Note, when and as
the same shall become due and payable, whether by acceleration or
otherwise;

    


    g.           Default
in any covenant or obligation of Maker in favor of Holder arising pursuant to
the agreement between Maker and Holder dated as of the date of this
Note.

    


    All rights and remedies available to
the Holder pursuant to the provisions of applicable law and otherwise are
cumulative, not exclusive and enforceable alternatively, successively and/or
concurrently after default by Maker pursuant to the provisions of this
Note.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The Maker waives demand, presentment,
protest and notice of any kind and consents to the extension of time of
payments, the release, surrender or substitution of any and all security or
guarantees for the obligations evidenced hereby or other indulgence with respect
to this Note, all without notice.

    


    This Note may not be changed, modified
or terminated orally, but only by an agreement in writing, signed by the party
to be charged.

    


    In the event of any litigation with
respect to the obligations evidenced by this Note, the Maker waives the right to
a trial by jury and all rights of set-off and rights to interpose permissive
counterclaims and cross-claims.  This Note shall be governed by and
construed in accordance with the laws of the State of New York and shall be
binding upon the successors, endorsees or assigns of the Maker and inure to the
benefit of the Holder, its successors, endorsees and assigns.

    


    The Maker hereby irrevocably consents
to the jurisdiction of the state and federal courts sitting in the City of New
York, Borough of Manhattan, in the State of New York in connection with any
action or proceeding arising out of or relating to this Note.  If any
term or provision of this Note shall be held invalid, illegal or unenforceable,
the validity of all other terms and provisions hereof shall in no way be
affected thereby.

    


    
      
        
          	
                  GLOBAL
      INVESTOR SERVICES, INC.

                
	 
      
	
                  By:

                	 
      
	
                  Name:
      Nicholas Maturo

                
	
                  Title:
      Chief Executive Officer