THIS NOTE AND THE SHARES ISSUABLE
UPON THE CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE
U.S. SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, TRANSFERRED OR
ASSIGNED UNLESS SO REGISTERED OR AN EXEMPTION FROM REGISTRATION
UNDER SAID ACT IS AVAILABLE.
UNLESS PERMITTED UNDER SECURITIES
LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE
SECURITY IN OR FROM BRITISH COLUMBIA UNLESS THE CONDITIONS IN
SECTION 12(2) OF BC INSTRUMENT 51-509 ISSUERS QUOTED IN THE U.S.
OVER-THE-COUNTER MARKET ARE MET.
CONVERTIBLE PROMISSORY
NOTE
|
$________
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August 17, 2009
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FOR VALUE RECEIVED, Live Current Media Inc., a
Nevada corporation (" Maker "), promises to pay to the order
of ________ (" Holder ") the principal amount of
____________ ($______) plus interest on the unpaid principal
balance from time to time at the rate of 10% per annum or the
maximum rate allowed by law, whichever is less and subject to
adjustment as provided herein. Interest shall accrue
effective as of May 22, 2009. All accrued but unpaid
principal and interest shall be due and payable on May 22, 2010
(the “Maturity Date”).
1.1. Interest and
Principal Payments . Interest on the unpaid principal
balance shall be paid quarterly in arrears commencing on August 22,
2009. All unpaid principal and any accrued but unpaid
interest shall be payable in full on the Maturity
Date. This Note may be prepaid by the Maker in whole or
in part, at any time and from time to time, upon 30 days prior
written notice to Holder.
1.2. Manner of
Payment . All payments made hereunder shall
be paid to Holder at the address indicated on the attached
Schedule A , or at such place as may be designated in
writing by Holder, in immediately available United States funds
without any deduction whatsoever including, but not limited to, any
deduction for any setoff or counterclaim.
2. Conversion of
Note . The
Note and any accrued interest thereon is convertible, at the option
of the Holder, in whole or in part, into shares of common stock of
the Maker (the “ Common Stock ”), at the rate of
$0.25 per share (the “ Conversion Rate
”). (The Conversion Rate is the per share price
equal to the 30-day average of the closing price of Common Stock on
the Over-The Counter Bulletin Board for the 30-day period prior to
the issuance date of this Note.) If the outstanding
shares of Common Stock are subdivided (by stock split or otherwise)
into a greater number of shares of Common Stock, the Conversion
Rate shall be proportionately decreased. If the
outstanding shares of Common Stock are combined or consolidated (by
reclassification or otherwise) into a lesser number of shares of
Common Stock, the Conversion Rate shall be proportio
