Exhibit 4.5
THE SALE AND ISSUANCE OF THE SECURITIES REPRESENTED BY THIS 10%
SENIOR SECURED CONVERTIBLE NOTE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ ACT
”), OR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER
JURISDICTION. THESE SECURITIES HAVE BEEN ACQUIRED FOR
INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE
DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED,
SOLD, PLEDGED, OR TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT
UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER,
SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE
SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) AN
EXEMPTION FROM THE ACT IS AVAILABLE AND SUCH OFFER, SALE, PLEDGE,
OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY
STATE OR OTHER JURISDICTION.
10% CONVERTIBLE NOTE
$_________
___________
For value
received, Validian Corporation, a Nevada corporation (together with
its successors and assigns, the “ Company ”),
with an address at 30 Metcalfe Street, Ottawa, Ontario, Canada K1P
5L4, promises to pay to _____________ (the “ Holder
”) with an address at ______________ the principal amount of
________________- ($_______) and to pay interest thereon, all as
hereinafter specified.
1.
Identification of Note . This Note is issued in
consideration for __________________
2.
Maturity .
2.1
Maturity Date . Unless earlier converted as provided
in Section 3 hereof, this Note will automatically mature and
be due and payable on the earlier of (a) _________ (the “
Maturity Date ”) or (b) the occurrence of an Event of
Default (as defined in Section 7 hereof).
2.2
Interest . Interest shall accrue from the date of this
Note on the unpaid principal amount at a rate equal to ten percent
(10%) per annum, computed on the basis of the actual number of days
elapsed and a year of 365 days, until the principal amount and all
interest accrued thereon are paid (or converted, as provided in
Section 3 hereof). Interest shall not be paid to the
Holder until such a time that the Holder requests payment thereof
in writing, whereupon the Company shall pay the interest accrued to
the end of the Company’s fiscal quarter immediately preceding
such request. At the Company’s option, interest can be
paid in either (a) cash or (b) shares of common stock, calculated
at a ten percent (10%) discount to the average closing price of the
common stock, as listed on the exchange where the Company’s
Common Stock is traded, for the ten (10) trading days prior to the
date the interest is due to the Holder. The stock referenced
in this Section 2.2 shall be subject to the calculation for
purposes of Section 4 .
2.3
Prepayment . The Company shall not have the right to
prepay this Note without first obtaining prior written consent from
the Holder. Such consent shall not be unreasonably
withheld.
3.
Conversion .
3.1
Voluntary Conversion . The holder may voluntarily
convert the Note, in whole or in part, into Common Stock of the
Company at any time.
3.2
Mechanics and Effect of Conversion .
(a)
The principal and any unpaid and accrued interest of this Note
shall convert into shares of Common Stock at a conversion price of
six cents ($____) per share (“ Conversion Price
”).
(b)
No fractional shares will be issued upon conversion of this Note.
In lieu of any fractional shares to which the Holder would
otherwise be entitled, the Company will pay to the Holder in cash
the unconverted amount that would otherwise be converted into such
fractional shares.
(c)
In the event that the Outstanding Amount under this Note is
converted into Common Stock pursuant to Section 3.1 hereof,
the Holder shall surrender this Note, duly endorsed, to the Company
and the Note shall thereupon be canceled, provided that if
Holder partially converts pursuant to Section 3.2(a) hereof,
the Company shall issue a Note to Holder for the remaining amount
of principal that was not converted. At its expense, the
Company will issue and deliver to such Holder, a certificate or
certificates representing the number of duly authorized, validly
issued, fully paid and non-assessable shares of Common Stock to
which such Holder is entitled upon such conversion, together with a
check payable to the Holder for any cash amounts payable pursuant
to Section 3.2(b) hereof.
(d)
Unless a registration statement under the Securities Act of 1933,
as amended, with respect to the shares of Common Stock issued upon
conversion of this Note has been filed with the Securities and
Exchange Commission, each share issued upon conversion of this Note
shall be stamped or otherwise imprinted with a legend substantially
in the following form:
“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR APPLICABLE
STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE
DISPOSED OF UNLESS IT HAS BEEN REGISTERED UNDER THE 1933 ACT AND
SUCH LAWS OR AN EXCEPTION FROM REGISTRATION IS
AVAILABLE.”
(e)
Upon conversion of this Note in accordance with Section 3
hereof, all rights
