-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VigBCd51UWZMWEBDy8Qy8x+4Z+ZRdimvMdULzAbhHNgmoIQCWWbyvbe88ACHkjAE ubknCsHoagsG5CAuLb9mlw== 0001005150-02-001086.txt : 20020917 0001005150-02-001086.hdr.sgml : 20020917 20020916175018 ACCESSION NUMBER: 0001005150-02-001086 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020917 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VIAVID BROADCASTING INC CENTRAL INDEX KEY: 0001079110 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 980206168 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57621 FILM NUMBER: 02765327 BUSINESS ADDRESS: STREET 1: 3955 GRAVELEY ST. CITY: BURNABY BC CANADA STATE: A1 ZIP: V5C 3T4 BUSINESS PHONE: 6046690047 MAIL ADDRESS: STREET 1: 3955 GRAVELEY ST. CITY: BURNABY BC CANADA STATE: A1 ZIP: V5C 3T4 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GAMON ROBERT CENTRAL INDEX KEY: 0001104362 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3955 GRAVELEY STREET CITY: BURNABY BC BUSINESS PHONE: 6046690047 MAIL ADDRESS: STREET 1: 3955 GRAVELEY STREET CITY: BURNABY BC SC 13D/A 1 sch13da.txt SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDED SCHEDULE 13D Under the Securities Exchange Act of 1934 VIAVID BROADCASTING, INC. ------------------------- (Name of Issuer) COMMON STOCK $.001 PAR VALUE ---------------------------- (Title of Class of Securities) 925552 10 1 -------------------------- (CUSIP Number) Robert Gamon Suite 340 - 145 Chadwick Court North Vancouver, British Columbia V7M 3K1 Phone: (604) 988-7667 ------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) MARCH 11, 2002 -------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
- --------------------------------------------------------------------------------------------------------------------- CUSIP No. 925552 10 1 - --------------------------------------------------------------------------------------------------------------------- 1. Name of Reporting Person Robert Gamon S.S. or IRS Identification No. of Above Person Not Required - --------------------------------------------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of (a) [ ] a Group (b) [X] - --------------------------------------------------------------------------------------------------------------------- 3. SEC Use Only - --------------------------------------------------------------------------------------------------------------------- 4. Source of Funds PF - --------------------------------------------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) Not Applicable - --------------------------------------------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Canada - --------------------------------------------------------------------------------------------------------------------- Number of Shares Beneficially Owned by Reporting Person: 7) Sole Voting 1,735,000 Power ---------------------------------------------------------------- 8) Shared Voting Power ---------------------------------------------------------------- 9) Sole Dispositive 1,735,000 Power ---------------------------------------------------------------- 10) Shared Despositive Power - --------------------------------------------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned By Each Reporting Person 1,735,000 - --------------------------------------------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares See Item 6 - --------------------------------------------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 14.43% - --------------------------------------------------------------------------------------------------------------------- 14. Type of Reporting Person IN - ---------------------------------------------------------------------------------------------------------------------
-2- ITEM 1. SECURITY AND ISSUER. -------------------- The class of equity securities to which this Statement relates is shares of common stock, par value $.001 per share (the "Shares"), of ViaVid Broadcasting, Inc., a Nevada corporation (the "Company"). The principal executive offices of the Company are located at Suite 340 - 145 Chadwick Court, North Vancouver, British Columbia Canada V7M 3K1. ITEM 2. IDENTITY AND BACKGROUND. ------------------------ This Statement is being filed by Robert Gamon ("Holder."). Holder is a citizen of Canada with an address at Suite 340 - 145 Chadwick Court, North Vancouver, British Columbia Canada V7M 3K1. The Holder has been employed as follows: Holder joined the board of directors of ViaVid Broadcasting, Inc. on November 23, 1999. Holder has been a director of our subsidiary, ViaVid Broadcasting Corp. since November, 1998. Holder was an investment advisor with Pacific International Securities of Vancouver, British Columbia from November, 1997 to November, 1999. Holder was an investment advisor with Georgia Pacific Securities of Vancouver, British Columbia from 1991 to November, 1997. Holder has not, during the last five years (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. -------------------------------------------------- The Holder purchased 1,000 shares in ViaVid Broadcasting Corp., the Canadian Subsidiary for $0.01 per share. Those shares were exchanged for 1,700,000 shares of ViaVid Broadcasting, Inc. a Nevada Corporation in accordance with an acquisition agreement dated January 26, 1999. The shares are held of record by 549419 BC Ltd., a private company, in which Mr. Gamon is the sole shareholder. On March 11, 2002, the Company issued its convertible promissory note to Holder in the principal amount of $50,000 bearing interest at 3% per annum, payable at maturity on December 31, 2004. The promissory note is convertible at any time at the option of Holder into common shares of the Company at the lesser of $0.50 per share and 80% of the fair market value of the common shares, but not less than $0.05 per share. On the basis of a conversion price of $0.50 per share, the promissory note is convertible into 100,000 shares. ITEM 4. PURPOSE OF TRANSACTION. ----------------------- The purpose or purposes of the acquisition by Holder was a passive investment. Holder is a Director of the Company. Depending on market conditions and other factors, Holder may acquire -3- additional Shares as it deems appropriate, whether in open market purchases, privately negotiated transactions or otherwise. Holder also reserves the right to dispose of some or all of its Shares in the open market, in privately negotiated transactions to third parties or otherwise. As of the date hereof, except as described herein, Holder does not have any plans or proposals which relate to or would result in (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present board of directors or management of the Company including any plans or proposals to change the number of term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's Certificate of Incorporation or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above. Pursuant to Rule 144, the Holder is entitled to sell 1% of the issued and outstanding Common Stock of the Company each quarter. Depending on market conditions, the Holder may exercise this right each quarter. The Company has plans to seek to raise additional equity capital. The Holder is unable to state at this time the terms on which such equity capital will be raised or whether or not the Company will be successful in raising that capital. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. ------------------------------------- (a) As of March 11, 2002, Holder holds beneficially the following securities of the Company. Percentage of shares of Title of security Amount Common Stock (1) - -------------------------- ----------------------------------------------- Common Stock 1,735,000 14.43% - ------------------------------------- (1) Calculated in accordance with Rule 13d-3. The 1,735,000 shares of common stock beneficially owned by Holder are held of record by 549419 BC Ltd., a private company controlled by Holder. -4- (b) Holder has the sole power to vote or to direct the vote of the Shares held by him and has the sole power to dispose or to direct the disposition of the Shares held by him. (c) The Holder has not effected any sales of the Company's securities during the 60 days prior to March 11, 2002. (d) Not applicable (e) Not applicable ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH ------------------------------------------------------------- RESPECT TO SECURITIES OF THE ISSUER. ------------------------------------ On March 11, 2002, the Company entered into a 3.0% Convertible Promissory Note with the Holder. The Note was issued in place of amounts owing to Holder for services rendered during the period May 31, 2000 to February 28, 2002. Interest is payable on the Note at 3% per annum (5% if past due) and is payable at maturity in cash or by issuance of shares of common stock based on their fair market value. The principal and accrued interest on the Note is convertible at any time into shares of common stock at a conversion price equal to the lesser of $0.50 and 80% of the fair market value of a share of common stock, subject to adjustment in the event of stock splits or combinations. Fair market value is determined based on the average of the closing bid and asked prices for the Company's common stock on the 20 trading days preceding the date on which the Company receives notice of conversion of the Note or the date interest is paid by delivery of shares. The Note becomes due and payable on December 31, 2004, or prior thereto in the event of default. The Company has agreed to file on one occasion a registration statement under the U.S. Securities Act of 1933, as amended, to register the offer and sale of the shares issuable on conversion of the Note on the demand of the holder. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. --------------------------------- Exhibit 1: Convertible Promissory Note dated March 11, 2002. SIGNATURE --------- After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Dated: September 13, 2002 /s Robert Gamon/ --------------- Holder -5- EX-1 3 ex1.txt EXHIBIT 1 EXHIBIT 1 THE SECURITIES REPRESENTED BY THIS NOTE AND THE COMMON STOCK ISSUABLE THEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY OTHER APPLICABLE SECURITIES LAWS AND, ACCORDINGLY, THE SECURITIES REPRESENTED BY THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER, OR IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS. VIAVID BROADCASTING, INC. 3.0% CONVERTIBLE PROMISSORY NOTE $50,000 (U.S.) NORTH VANCOUVER, BRITISH COLUMBIA, CANADA MARCH 11, 2002 VIAVID BROADCASTING, INC., a Nevada corporation (hereinafter called the "Company"), for value received, hereby promises to pay to 595871 BC Ltd., a British Columbia corporation (hereinafter called "Holder"), or its assigns, the principal sum of Fifty-Thousand United States Dollars and No Cents (U.S.$50,000), together with interest on the amount of such principal sum outstanding, payable in accordance with the terms set forth below. ARTICLE I DEFINITIONS 1.1 Definitions. For all purposes of this Note, except as otherwise expressly provided or unless the context otherwise requires: (a) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular; (b) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles as promulgated from time to time by the Association of Independent Certified Public Accountants; and (c) the words "herein," "hereof" and "hereunder" and other words of similar import refer to this Note as a whole and not to any particular Article, Section or other subdivision. "Board of Directors" means the board of directors of the Company as elected from time to time or any duly authorized committee of that board. "Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York, New York are authorized or obligated by law or executive order to be closed. -1- "Common Stock" means shares of common stock, par value $0.001 per share, of the Company. "Company" means ViaVid Broadcasting, Inc., a Nevada corporation, its successors and assigns. "Contemporaneous Notes" has the meaning specified in Section 7.4. "Conversion Date" means the date as of which this Note is converted as provided in Article IV hereof. "Conversion Price" means the price per share of Common Stock at which this Note is convertible as provided in Article IV hereof. "Convertible Securities" means any stock or securities convertible or exchangeable (directly or indirectly) for Common Stock. "Default" means any event which is, or after notice or passage of time would be, an Event of Default. "Determination Date" means (a) an Internet Payment Date with respect to which the Holder has elected to receive interest paid in shares of Common Stock pursuant to Section 2.1 or (b) a date on which the Company receives notice of the conversion of this Note, or any portion thereof, pursuant to Section IV. "Event of Default" has the meaning specified in Section III. "Fair Market Value" shall mean the price per share of Common Stock equal to the average of the closing bid and asked prices of the Company's Common Stock as appearing on the OTC Bulletin Board (or such other principal trading system or securities exchange as the Company's shares may then be quoted or traded) for the twenty (20) trading days immediately prior to a Determination Date or, if no quotations for the Company's Common Stock appear during that period, the fair market value as determined in good faith by the Company's Board of Directors. "Indebtedness" of any Person means all indebtedness of such Person, whether outstanding on the date of this Note or hereafter created, incurred, assumed or guaranteed, (a) for the principal of and premium, if any, and interest on all debts of the Person whether outstanding on the date of this Note or thereafter created (i) for money borrowed by such Person (including capitalized lease obligations), (ii) for money borrowed by others (including capitalized lease obligations) and guaranteed, directly or indirectly, by such Person, or (iii) constituting purchase money indebtedness, or indebtedness secured by property at the time of the acquisition of such property by such Person, for the payment of which the Person is directly or contingently liable; -2- (b) for all accrued obligations of the Person in respect of any contract, agreement or instrument imposing an obligation upon the Person to pay over funds; (c) for all trade debts of the Person; and (d) for all deferrals, renewals, extensions and refundings of, and amendments, modifications and supplements to, any of the indebtedness referred to in (a), (b) or (c) above. "Interest Payment Date" means each March 31, June 30, September 30 and December 31 or, with respect to any portion of the principal amount of this note is converted, the Conversion Date. "Maturity Date," when used with respect to this Note, means December 31, 2004 (or such earlier date upon which this Note becomes due and payable upon the occurrence of an Event of Default under Section 3.2). "Maximum Conversion Price" has the meaning specified in Section IV. "Minimum Conversion Price" has the meaning specified in Section IV. "Note" means this 3.0% Convertible Promissory Note, as hereafter amended, modified, substituted or replaced. "Person" means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, estate, other entity, unincorporated organization or government or any agency or political subdivision thereof. "Registrable Securities" has the meaning specified in Section 7.1. "Securities Act" has the meaning specified in Section 7.1. "Subsidiary" means a corporation or other entity more than 50% of the outstanding voting stock of which, or more than 50% of the equity interest in which, is owned, directly or indirectly, by the Company or by one or more other Subsidiaries of the Company, or by any combination of the Company and one or more other Subsidiaries. For purposes of this definition, "voting stock" means stock which ordinarily has voting power for the election of directors, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency. ARTICLE II PAYMENTS 2.1 Interest. From the date of this Note through the Maturity Date, interest shall accrue hereunder on the unpaid outstanding principal sum of this Note at a rate equal to three percent (3.0%) per annum calculated on the basis of a 360-day year. All past due amounts of -3- principal and interest shall bear interest at five percent (5%) per annum calculated on the basis of a 360-day year until paid. Interest shall be payable, at the option of the Holder, in either cash or Common Stock. Unless the Holder notifies the Company otherwise not less than five (5) but not more than twenty (20) business days before any Interest Payment Date, Interest shall be payable in cash in U.S. dollars. If the Holder notifies the Company of its election to receive payment of Interest on the next following Interest Payment Date in shares of Common Stock, the Company shall issue to the Holder a number of shares of Common Stock determined on the basis of the amount of interest payable in cash on the Interest Payment Date divided by the Fair Market Value 2.2 Payment of Principal and Interest. The principal under this Note shall be due and payable in full on the Maturity Date. Accrued and unpaid interest under this Note shall be due and payable on each Interest Payment Date. 2.3 Prepayments. Subject to Holder's right to convert this Note at any time before this Note is paid, the Company may prepay this Note, in whole or in part, without penalty or discount, and accrued interest thereon, upon ten (10) days' prior written notice given to Holder pursuant to Section 8.4. All payments made under this Note shall be applied first to accrued interest, and the balance, if any, to principal; provided, however, that interest shall accrue on any remaining principal balance and shall be payable at the rate provided above. 2.4 Manner of Payment. Cash payments of principal or interest on this Note will be made by delivery of checks to Holder at its address as set forth in this Note or wire transfers pursuant to instructions from Holder. If the date upon which the payment of principal and interest is required to be made pursuant to this Note occurs other than on a Business Day, then such payment of principal and interest shall be made on the next occurring Business Day following said payment date and shall include interest through said next occurring Business Day. Shares of Common Stock issued at the option of the Holder in payment of interest on this Note will be issued in the name of the Holder as promptly as practicable after each Interest Payment Date and mailed to the Holder at its address of the Holder determined in accordance with Section 8.4 hereof. ARTICLE III REMEDIES 3.1 Events of Default. An "Event of Default" occurs if: (a) the Company defaults in the payment of the principal or interest on this Note, when such principal or interest becomes due and payable; or (b) the Company defaults in the performance of any covenant made by the Company, and such default remains uncured for a period of 20 days; or -4- (c) a court of competent jurisdiction enters a judgment or judgments against the Company, or any property or assets of the Company, for the payment of money aggregating $150,000 or more in excess of applicable insurance coverage and such default remains uncured for a period of 90 days; or (d) a court of competent jurisdiction enters (i) a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or (ii) a decree or order adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of the property of the Company or ordering the winding up or liquidation of the affairs of the Company and any such decree or order of relief or any such other decree or order remains unstayed for a period of 90 days from its date of entry; or (e) the Company commences a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or any other case or proceeding to be adjudicated a bankrupt or insolvent, or the Company files a petition, answer or consent seeking reorganization or relief under any applicable federal or state law, or the Company makes an assignment for the benefit of creditors, or admits in writing its inability to pay its debts generally as they become due. 3.2 Acceleration of Maturity. This Note and all accrued interest shall automatically become immediately due and payable if an Event of Default described in Sections 3.1(c), 3.1(d) or 3.1(e) occurs and, this Note shall, at the option of the Holder in its sole discretion, become immediately due and payable if any other Event of Default occurs, and in every such case the Holder of the Note may declare the principal and interest on the Note to be due and payable immediately. ARTICLE IV CONVERSION OF NOTE Subject to and upon compliance with the provisions of this Article, at the option of Holder, all or any part of this Note may be converted at any time, at the principal amount hereof together with accrued and unpaid interest thereon, into fully paid and non-assessable shares (calculated as to each conversion to the nearest full share) of Common Stock. The Conversion Price shall be the lesser of (a) $0.50 per share (the "Maximum Conversion Price"), and (b) 80% of the Fair Market Value of the Common Stock. In no event, however, shall the Conversion Price be less than $0.05 (the "Minimum Conversion Price"). The number of shares of Common Stock issuable on conversion of this Note and accrued interest shall be determined by dividing the principal amount of the Note and accrued and unpaid interest thereon to the Determination -5- Date by the Conversion Price in effect on such date. Notwithstanding anything else to the contrary set forth herein, the Holder shall have the right to convert this Note pursuant to the terms set forth herein at any time, including the ten (10) Business Days following (i) the Maturity Date or (ii) any prepayment pursuant to Section 2.3 hereof. If Holder elects to convert this Note after a prepayment has been made pursuant to Section 2.3, then Holder shall return all or such portion of the funds paid to Holder as to which Holder has elected to convert. In the event the shares of Common Stock of the Company are traded on any NASDAQ system, notwithstanding the foregoing, the Conversion Price shall be $0.145, the Fair Market Value on the date of issuance of this Note. ARTICLE V ADJUSTMENT OF CONVERSION PRICE 5.1 Stock Dividends. In case the Company shall declare a dividend or make any other distribution upon any shares of the Company, payable in Common Stock or Convertible Securities, any Common Stock or Convertible Securities, as the case may be, issuable in payment of such dividend or distribution shall be deemed to have been issued or sold at a price equal to the price reflected on the Company's financial statements at which such shares were issued. 5.2 Stock Splits and Reverse Splits. In the event that the Company shall at any time subdivide its outstanding shares of Common Stock into a greater number of shares, the Conversion Price, the Maximum Conversion Price and the Minimum Conversion Price in effect immediately prior to such subdivision shall be proportionately reduced and the number of Shares into which this Note may be converted immediately prior to such subdivision shall be proportionately increased, and conversely, in the event that the outstanding shares of Common Stock shall at any time be combined into a smaller number of shares, the Conversion Price, the Maximum Conversion Price and the Minimum Conversion Price in effect immediately prior to such combination shall be proportionately increased and the number of Shares into which this Note may be converted immediately prior to such combination shall be proportionately reduced. Except as provided in this Section 5.2 no adjustment in the Conversion Price, the Maximum Conversion Price and the Minimum Conversion Price and no change in the number of Shares shall be made under this Article V as a result of or by reason of any such subdivision or combination. 5.3 Reorganizations and Asset Sales. If any capital reorganization or reclassification of the capital stock of the Company, or any consolidation, merger or share exchange of the Company with another Person, or the sale, transfer or other disposition of all or substantially all of its assets to another Person shall be effected in such a way that holders of Common Stock shall be entitled to receive capital stock, securities or assets with respect to or in exchange for their shares, then the following provisions shall apply: -6- 5.3.1 As a condition of such reorganization, reclassification, consolidation, merger, share exchange, sale, transfer or other disposition (except as otherwise provided below in Section 5.3.3), lawful and adequate provisions shall be made whereby the holder of this Note shall thereafter have the right to purchase and receive upon the terms and conditions specified in this Note and in lieu of the shares immediately theretofore receivable upon the exercise of the rights represented hereby, such shares of capital stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares immediately theretofore so receivable had such reorganization, reclassification, consolidation, merger, share exchange or sale not taken place, and in any such case appropriate provision reasonably satisfactory to such holder shall be made with respect to the rights and interests of such holder to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Conversion Price, the Maximum Conversion Price and the Minimum Conversion Price and of the number of Shares receivable upon the exercise) shall thereafter be applicable, as nearly as possible, in relation to any shares of capital stock, securities or assets thereafter deliverable upon the conversion of this Note. 5.3.2 In the event of a merger, share exchange or consolidation of the Company with or into another Person as a result of which a number of shares of common stock or its equivalent of the successor Person greater or lesser than the number of shares of Common Stock outstanding immediately prior to such merger, share exchange or consolidation are issuable to holders of Common Stock, then the Conversion Price, the Maximum Conversion Price and the Minimum Conversion Price in effect immediately prior to such merger, share exchange or consolidation shall be adjusted in the same manner as though there were a subdivision or combination of the outstanding shares of Common Stock. 5.3.3 The Company shall not effect any such consolidation, merger, share exchange, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the successor Person (if other than the Company) resulting from such consolidation, share exchange or merger or the Person purchasing or otherwise acquiring such assets shall have assumed by written instrument executed and mailed or delivered to the Holder hereof at the last address of such Holder appearing on the books of the Company the obligation to deliver to such Holder such shares of capital stock, securities or assets as, in accordance with the foregoing provisions, such Holder may be entitled to receive, and all other liabilities and obligations of the Company hereunder. Upon written request by the Holder hereof, such successor Person will issue a new Note revised to reflect the modifications in this Note effected pursuant to this Section 5.3. 5.3.4 If a purchase, tender or exchange offer is made to and accepted by the holders of 50% or more of the outstanding shares of Common Stock, the Company shall not effect any consolidation, merger, share exchange or sale, transfer or other disposition of all or substantially all of the Company's assets with the Person having made such offer or with any affiliate of such Person, unless prior to the consummation of such consolidation, merger, share exchange, sale, transfer or other disposition the holder hereof shall have been given a reasonable opportunity to then elect to receive upon the conversion of this Note either the capital stock, securities or assets then issuable with respect to the Common Stock or the capital stock, securities or assets, or the equivalent, issued to previous holders of the Common Stock in accordance with such offer. -7- 5.4 Notice of Adjustment 5.4.1 Whenever the Conversion Price, the Maximum Conversion Price or the Minimum Conversion Price or the number of Shares issuable upon the conversion of the Note shall be adjusted as herein provided, or the rights of the holder hereof shall change by reason of other events specified herein, the Company shall compute the adjusted Conversion Price, the Maximum Conversion Price or the Minimum Conversion Price and the adjusted number of Shares in accordance with the provisions hereof and shall prepare an Officer's Certificate setting forth the adjusted Conversion Price, the Maximum Conversion Price or the Minimum Conversion Price and the adjusted number of Shares issuable upon the conversion of this Note or specifying the other shares of stock, securities or assets receivable as a result of such change in rights, and showing in reasonable detail the facts and calculations upon which such adjustments or other changes are based. The Company shall cause to be mailed to the Holder hereof copies of such Officer's Certificate together with a notice stating that the Conversion Price, the Maximum Conversion Price or the Minimum Conversion Price and the number of Shares purchasable upon conversion of this Note have been adjusted and setting forth the adjusted Conversion Price, the Maximum Conversion Price and the Minimum Conversion Price and the adjusted number of Shares purchasable upon conversion of this Note. 5.4.2 Upon written request of the Holder hereof, the Company will provide to the Holder from time to time such information as the Holder may reasonably request to determine the Conversion Price, the Maximum Conversion Price and the Minimum Conversion Price, as it is to be determined under Article IV hereof. 5.5 Notifications to Holders. In case at any time the Company proposes: (i) to declare any dividend upon its Common Stock payable in capital stock or make any special dividend or other distribution (other than cash dividends) to the holders of its Common Stock; (ii) to offer for subscription pro rata to all of the holders of its Common Stock any additional shares of capital stock of any class or other rights; (iii) to effect any capital reorganization, or reclassification of the capital stock of the Company, or consolidation, merger or share exchange of the Company with another Person, or sale, transfer or other disposition of all or substantially all of its assets; or (iv) to effect a voluntary or involuntary dissolution, liquidation or winding up of the Company, -8- then, in any one or more of such cases, the Company shall give the holder hereof (a) at least ten (10) days' (but not more than ninety (90) days') prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such issuance, reorganization, reclassification, consolidation, merger, share exchange, sale, transfer, disposition, dissolution, liquidation or winding up, and (b) in the case of any such issuance, reorganization, reclassification, consolidation, merger, share exchange, sale, transfer, disposition, dissolution, liquidation or winding up, at least 10 days (but not more than 90 days) prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (b) shall also specify the date on which the holders of Common Stock shall be entitled to exchange their Common Stock, as the case may be, for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, share exchange, sale, transfer, disposition, dissolution, liquidation or winding up, as the case may be. 5.6 Company to Prevent Dilution. If any event or condition occurs as to which other provisions of this Article are not strictly applicable or if strictly applicable would not fairly protect the conversion or purchase rights of this Note evidenced hereby in accordance with the essential intent and principles of such provisions, or that might materially and adversely affect the conversion or purchase rights of the holder hereof under any provisions of this Note, then the Company shall make such adjustments in the application of such provisions, in accordance with such essential intent and principles, so as to protect such conversion and purchase rights as aforesaid, and any adjustments necessary with respect to the Conversion Price, Maximum Conversion Price and Minimum Conversion Price and the number of shares purchasable hereunder so as to preserve the rights of the holder hereunder. In no event shall any such adjustment have the effect of increasing the Conversion Price, Maximum Conversion Price or Minimum Conversion Price as otherwise determined pursuant to this Article except in the event of a combination of shares of the type contemplated in Section 5.2 hereof, and then in no event to an amount greater than the Conversion Price, Maximum Conversion Price and Minimum Conversion Price as adjusted pursuant to Section 5.2 hereof. ARTICLE VI COVENANTS The Company covenants and agrees that, so long as this Note is outstanding: 6.1 Payment of Principal and Accrued Interest. The Company will duly and punctually pay or cause to be paid the principal sum of this Note, together with interest accrued thereon from the date hereof to the date of payment, in accordance with the terms hereof. -9- 6.2 Corporate Existence. The Company will, and will cause each Subsidiary to, do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights (charter and statutory) and franchises; provided, however, that the Company or a Subsidiary shall not be required to preserve any such right or franchise if it shall reasonably determine that the preservation thereof is no longer desirable in the conduct of its business. 6.3 Notice of Defaults. The Company will promptly notify the Holder in writing of the occurrence of (i) any Event of Default under this Note, and (ii) any event of default (or if any event of default would result upon any payment with respect to this Note) with respect to any Indebtedness as such event of default is defined therein or in the instrument under which it is outstanding, permitting holders to accelerate the maturity of such Indebtedness. ARTICLE VII REGISTRATION RIGHTS 7.1 The Company agrees that promptly after receiving the demand (a "Demand") from the Holder, it will, at its expense, prepare and file under the Securities Act of 1933, as amended (the "Securities Act") a registration statement with respect to the shares of Common Stock issuable on conversion of this Note (herein such shares of Common Stock are referred to as the "Registrable Securities") in accordance with the then applicable law and regulations and practices of the Securities and Exchange Commission. The Company will use its best efforts to cause such registration statement to be filed no later than 45 days after the receipt of the Demand of the Holder, subject, however, to compliance with the requirements of the Securities Act. 7.2 Any Holder whose securities shall be included in the Company's registration under the Securities Act pursuant to subsection 7.1 of this Section VII shall furnish to the Company such information regarding his holdings of Registrable Securities to be registered and the proposed manner of distribution thereof as the Company may request in writing and as shall be required in connection with any registration, qualification or compliance referred to in subsection 7.1 of this Section VII and shall otherwise cooperate with the Company in connection with such registration, qualification or compliance. The Company, at its expense, will furnish to the Holder of Registrable Securities such number of prospectuses, offering circulars or other documents incident to any registration, qualification or compliance referred to in this Section VII as such holders from time to time reasonably may request, and will indemnify and defend each such holder and each underwriter of Registrable Securities being sold by any such holder (and any person who controls such holder or underwriter within the meaning of Section 15 of the Securities Act) against all claims, losses, damages, liabilities and expenses resulting from any untrue statement or alleged untrue statement of a material fact contained therein (or in any related registration statement, notification or the like) or from any omission or alleged omission to state -10- therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same may have been based upon information furnished in writing to the Company by such Holder or underwriter expressly for use therein, and with respect to such information furnished to the Company, such Holder will indemnify and defend the Company against all claims, losses, damages, liabilities and expenses resulting from any untrue statement or alleged untrue statement of a material fact contained therein or any omission or alleged omission to state a material fact required to be stated or necessary to make the information not misleading. Notwithstanding anything herein contained, the Company shall not be obligated to pay any underwriting or brokers' discounts or commissions applicable to the Holder's Registrable Securities or fees or disbursements of counsel to the selling stockholders. 7.3 The rights to registration of the Registrable Securities may be transferred or assigned by the Holder of Registrable Securities to any transferee or assignee of this Note subject to such transferee or assignee agreeing to be bound by the terms of this Note. 7.4 This Note is being issued contemporaneously with other notes dated this date and bearing substantially identical terms and conditions as are contained herein (the "Contemporaneous Notes"). The rights to registration of the Registrable Securities shall be for the benefit of all holders of all Contemporaneous Notes and the Company shall have no obligation to file a registration statement under this Section VII (or Section VII of any of the other Contemporaneous Notes) on behalf of all such holders on more than one occasion. In the event the Company shall receive a demand from the Holder of this Note pursuant to Section 7.1 hereof, such demand shall be deemed to be on behalf of and for the benefit of all the holders of the Contemporaneous Notes, who shall fulfill their obligations set forth in Section 7.2 of the Contemporaneous Notes, and the Company shall promptly give notice to all such holders of Contemporaneous Notes and offer to permit the holders thereof to include their shares Registrable Securities in the registration statement to be filed. ARTICLE VIII MISCELLANEOUS 8.1 Consent to Amendments. This Note may be amended, and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, if and only if the Company shall obtain the written consent to such amendment, action or omission to act from the holders of a majority of the aggregate principal amount of this Note and the Contemporaneous Notes, provided, however, nothing herein shall permit any amendment to the interest rate, Interest Payment Date, Maturity Date or this Section 8.1 without the written consent of each holder thereby affected. 8.2 Benefits of Note. Nothing in this Note, express or implied, shall give to any Person, other than the Company, Holder, and their successors and assigns any benefit or any legal or equitable right, remedy or claim under or in respect of this Note. -11- 8.3 Successors and Assigns. All covenants and agreements in this Note contained by or on behalf of the Company and the Holder shall bind and inure to the benefit of the respective successors and assigns of the Company and the Holder. 8.4 Notice; Address of Parties. Except as otherwise provided, all communications to the Company or Holder provided for herein or with reference to this Note shall be deemed to have been sufficiently given or served and received for all purposes on (i) the third business day after being sent as certified or registered mail, postage and charges prepaid, or (ii) the first business day after being sent by reputable overnight delivery service, charges prepaid, to the following addresses: if to the Company, Suite 340, 145 Chadwick Court, North Vancouver, BC, Canada V7M 3K1; if to Holder, c/o ViaVid Broadcasting, Inc., 145 Chadwick Court, Suite 340, North Vancouver, BC V7M 3K1, or at any other address designated by Holder to the Company in writing. 8.5 Separability Clause. In case any provision in this Note shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions in such jurisdiction shall not in any way be affected or impaired thereby; provided, however, such construction does not destroy the essence of the bargain provided for hereunder. 8.6 Governing Law. This Note shall be governed by, and construed in accordance with, the internal laws of the State of Nevada (without regard to principles of choice of law). IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed on the date first above written. Attest: VIAVID BROADCASTING, INC. /s/ Witness By: /s/ Brian Kathler, President -12- -----END PRIVACY-ENHANCED MESSAGE-----