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Sample Business Contracts

Convertible Note Purchase Agreement - InternetStudios.com Inc. and Geoffrey O. Last

Promissory Notes


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THIS CONVERTIBLE NOTE PURCHASE AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").

NONE OF THE SECURITIES TO WHICH THIS CONVERTIBLE NOTE PURCHASE AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.

RESTATED CONVERTIBLE NOTE PURCHASE AGREEMENT

To: InternetStudios.com, Inc.
1351 4th Street
Suite 227
Santa Monica, California 90401
U.S.A.

1. Purchase

1.1 The undersigned (the "Purchaser") hereby irrevocably agrees to purchase from InternetStudios.com, Inc. (the "Company") the convertible note (the "Note") in the initial principal amount set forth above the Purchaser's name on page 9, on the basis of the representations and warranties and subject to the terms and conditions set forth herein.

1.2 The Purchaser may make additional advances to the Company under the Note, and such advances will be recorded by the Purchaser on the grid or grids attached thereto (the "Grid"). The aggregate principal amount of the loan outstanding at any time under the Note, inclusive of all outstanding advances, shall not exceed US$23,000. The Grid shall, in the absence of manifest error, constitute conclusive proof of the amounts and dates of all advances and repayment of principal.

1.3 The Note will be in the form attached a Schedule "2" hereto and the unpaid principal balance of all advances made under the Note will be repayable upon demand, or, at the election of the Purchaser, will be convertible at any time into shares of common stock in the capital of the Company (the "Shares"). The Purchaser acknowledges that the Company is contemplating a reverse split of its common stock on a one-for-twenty basis, such that the authorized capital of the Company shall consist of five million (5,000,000) post-reverse split Shares with a par value of US$0.0001 per Share. The conversion right attaching to the Note will be exercisable at any time at a conversion price to be negotiated by the Purchaser and the Company, acting reasonably, at the time of such conversion.

1.4 The Company hereby irrevocably agrees to sell, on the basis of the representations and warranties and subject to the terms and conditions set forth herein, to the Purchaser the Note.

2. Payment

2.1 The initial principal amount of the Note must accompany the executed copies of this Agreement to be delivered by the Purchaser pursuant to section 3.1 of this Agreement, and shall be paid by certified cheque or bank draft, drawn in U.S. funds on a Canadian, U.S. or any other bank acceptable to the Company, made payable to the Company. If the principal amount is wired to the Company, its agents or lawyers, those agents or lawyers are authorized to immediately deliver the principal amount to the Company.

3. Documents Required from Purchaser

3.1 The Purchaser must complete, sign and return to the Company two (2) executed copies of this Agreement.

3.2 The Purchaser shall complete, sign and return to the Company as soon as possible, on request by the Company, any documents, questionnaires, notices and undertakings as may be required by regulatory authorities, stock exchanges and applicable law.

4. Acknowledgements of Purchaser

4.1 The Purchaser acknowledges and agrees that:

5. Representations, Warranties and Covenants of the Purchaser

5.1 The Purchaser hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:

5.2 If the Purchaser is resident in the Province of British Columbia, the Purchaser hereby makes the representations and warranties contained in Schedule "1" hereto, which is hereby incorporated into and made a part of this Agreement.

5.3 In this Agreement, the term "U.S. Person" shall have the meaning ascribed thereto in Regulation S.

6. Acknowledgement and Waiver

6.1 The Purchaser has acknowledged that the decision to purchase the Securities was solely made on the basis of publicly available information. The Purchaser hereby waives, to the fullest extent permitted by law, any rights of withdrawal, rescission or compensation for damages to which the Purchaser might be entitled in connection with the distribution of any of the Securities.

7. Resale Restrictions

7.1 The Purchaser acknowledges that the Securities have not been registered under the 1933 Act of the securities laws of any state of the United States and that the Company does not intend to register same under the 1933 Act, or the securities laws of any such state and has no obligation to do so. The Securities may not be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available.

7.2 The Purchaser acknowledges that restrictions on the transfer, sale or other subsequent disposition of the Securities by the Purchaser may be imposed by securities laws in addition to any restrictions referred to in Section 7.1 above, and, in particular, the Purchaser acknowledges and agrees that:

8. Legending and Registration of Securities

8.1 The Purchaser hereby acknowledges that a legend may be placed on the certificates representing any of the Securities to the effect that the Securities represented by such certificates are subject to a hold period and may not be traded until the expiry of such hold period except as permitted by applicable securities legislation.

8.2 The Purchaser hereby acknowledges and agrees to the Company making a notation on its records or giving instructions to the registrar and transfer agent of the Company in order to implement the restrictions on transfer set forth and described in this Agreement.

9. Non-Disclosure and Confidentiality

9.1 In connection with the investment by the Purchaser in the Note contemplated hereunder (the "Transaction"), the Company will furnish to the Purchaser certain information that is either non-public, confidential or proprietary in nature (the "Confidential Information").

9.2 Pursuant to the U.S. Securities and Exchange Commission's Regulation FD, the Company is permitted to disclose to the Purchaser on a confidential basis, Confidential Information so long as the Purchaser agrees to bound by the terms of this Article 9.

9.3 The Purchaser acknowledges that the Confidential Information will be provided to the Purchaser, or the Purchaser will be granted access to the Confidential Information, solely for the purposes of evaluating the Transaction, and the Purchaser agrees to receive the Confidential Information on the following terms and conditions:

9.4 The Purchaser hereby acknowledges that the Purchaser is aware, and further agrees that the Purchaser will advise the Permitted Persons, that United States securities laws prohibit any person who has material, non-public information about a company from purchasing or selling securities of such a company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.

9.5 If the Purchaser is required by any applicable law, stock exchange regulations or court order to disclose any Confidential Information, the Purchaser shall first notify the Company in writing, sufficiently in advance so as to provide the Company with reasonable opportunity to seek to prevent such disclosure or to seek to obtain a protective order for such Confidential Information.

10. Proper Law

10.1 This Agreement will be governed by and construed in accordance with the law of the State of California.

11. Survival

11.1 This Agreement, including without limitation the representations, warranties and covenants contained herein, shall survive and continue in full force and effect and be binding upon the parties hereto notwithstanding the completion of the purchase of the Securities by the Purchaser pursuant hereto.

12. Assignment

12.1 This Agreement is not transferable or assignable.

13. Electronic Means

13.1 Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the date first above written.

14. Severability

14.1 The invalidity or unenforceability of any particular provision of this Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Agreement.

15. Entire Agreement

15.1 Except as expressly provided in this Agreement and in the agreements, instruments and other documents contemplated or provided for herein, this Agreement contains the entire agreement between the parties with respect to the sale of the Securities and there are no other terms, conditions, representations or warranties, whether expressed, implied, oral or written, by statute or common law, by the Company or by anyone else.

16. Counterparts

This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument.

IN WITNESS WHEREOF the Purchaser has duly executed this Agreement.

INITIAL PRINCIPAL AMOUNT OF NOTE U.S.$5,728.00

SIGNED, SEALED and DELIVERED by
GEOFFREY O. LAST in the presence of:
/s/ Michael Edwards

Signature

Michael Edwards

Print Name
2569 West 5th Avenue

Address
Vancouver, BC

Consultant

Occupation

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/s/ Geoffrey O. Last

GEOFFREY O. LAST



A C C E P T A N C E

This Agreement in respect of the Notes is hereby accepted by INTERNETSTUDIOS.COM, INC.

DATED at Vancouver, BC, as of the 20th day of February, 2001.

INTERNETSTUDIOS.COM, INC.

Per: /s/ Mark Rutledge
_________________________
Authorized Signatory

SCHEDULE 1

ADDITIONAL REPRESENTATIONS, WARRANTIES AND COVENANTS

1. If the Purchaser is purchasing the Notes pursuant section 128(a) of the British Columbia Securities Rules (the "BC Rules"), then the Purchaser hereby additionally represents, warrants and covenants to the Company (which representations, warranties and covenants shall survive closing) that:

2. If the Purchaser is purchasing the Notes pursuant to section 128(b) of the BC Rules, then the Purchaser hereby additionally represents, warrants and covenants to the Company (which representations, warranties and covenants shall survive closing) that:

3. If the Purchaser is purchasing the Notes pursuant to section 128(c) of the BC Rules then the Purchaser additionally represents, warrants and covenants to the Company (which representations, warranties and covenants shall survive closing) that:

4. The Purchaser hereby acknowledges and agrees that the BC Rules define a "sophisticated purchaser" as an investor who by virtue of his or her financial, business or investment experience, or by virtue of advice received from a person who is not an insider of or in a special relationship with the issuer, but who is registered under the BC Act to advise or exempted from the requirement to be registered to advise, is able to evaluate the risks and merits of the prospective investment in the Company on the basis of information respecting the prospective investment provided by the Company, and is one of the following:

5. If the Purchaser is purchasing a Note pursuant to sections 128(a), (b) or (c) of the BC Rules, the Purchaser hereby acknowledges and agrees that the Purchaser must complete, sign and return to the Company a Form 45-903F1 in the form attached as Schedule "1A" (if the Subscriber is an individual) or a Form 45-903F2 in the form attached as Schedule "1B" (if the Subscriber is not an individual).

6. If the Offering Memorandum contains a misrepresentation, and it was a misrepresentation on the date of this Agreement, the Company hereby acknowledges and agrees that any Purchaser who has purchased a Note pursuant to sections 128(a), (b) or (c) of the BC Rules will be deemed to have relied upon such misrepresentation and will have, subject as hereinafter in provided, a right of action for rescission or damages against the Company, exercisable on written notice given to the Company not more than 90 days subsequent to the date on which payment was made for the Notes offered hereunder provided that:

7. The Company acknowledges that the foregoing right of action for rescission or damages is in addition to and without derogation from any other right or remedy available at law to the Purchaser.

SCHEDULE 1A

This is the form required under section 135 of the Rules and, if applicable, by an order issued under section 76 of the Securities Act.

BC FORM 45-903F1 (Previously Form 20A(IP))

Securities Act

Acknowledgment of Individual Purchaser

The statements made in this report are true.

DATED as of

_____________________

, 2001




Signature of Purchaser



Name of Purchaser


Address of Purchaser


SCHEDULE 1B

This is the form required under section 135 of the Rules and, if applicable, by an order issued under section 76 of the Securities Act.

BC FORM 45-903F2 (Previously Form 20A (NIP))

Securities Act

Acknowledgment of Purchaser that is not an Individual

(the "Purchaser") has agreed to purchase from InternetStudios.com, Inc. (the "Issuer") a convertible note in the principal amount of US$

(the "Securities") of the Issuer.

The statements made in this report are true.

DATED

_____________________

, 2001

Please turn to Appendix A, which is attached to and forms a part of this Form.

APPENDIX A TO BC FORM 45-903F2 (Previously Form 20A (NIP))

[Circle the applicable subparagraph in paragraph 2.]

"Sophisticated purchaser" means a purchaser that, in connection with a distribution, gives an acknowledgment under section 135 of the Rules to the Issuer, where the Issuer does not believe, and has no reasonable grounds to believe, that the acknowledgment is false, acknowledging both that:

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Last modified: May 7, 2010