CONVERTIBLE SUBORDINATED NON-DILUTABLE DEBENTURE AGREEMENT
1-YEAR o 12 PERCENT CONVERTIBLE SUBORDINATED DEBENTURE
Due February 8th, 2001
of
BroadBand Wireless International Corporation
(a Nevada corporation)
formerly
Black Giant Oil Company
BroadBand Wireless International Corporation, a Nevada corporation, formerly
Black Giant Oil Company (the "Corporation"), for value received, promises to pay
to Xxxx Xxxxx or registered assigns, the sum of Twenty- Five Thousand and no/100
Dollars ($25,000.00) on the 8th day of February, 2001, upon presentation and
surrender of this Debenture at the office of the Corporation in 0000 XX 00xx
Xxxxxx, Xxxxxxxx Xxxx, XX 00000- 6509, and to pay interest at the rate of twelve
percent (12%) per annum, payable quarterly on the fifteenth (15th) day of May,
the fifteenth (15th) day of August, the fifteenth (15th) day of November and the
eighth (8th) of February 2001 each, computed from the issue date, until payment
of the principal amount of this Debenture has been made. Payment of principal
and interest shall be made at the offices of the Corporation, in lawful money of
the United states of America, and shall be mailed to the registered owner or
owners hereof at the address appearing on the books of the Corporation.
1. SERIES
This Debenture is one of a duly authorized issu
of debentures of the Corporation designated
as its 1 Year Twelve Percent (12%) Convertible Subordinated
Debentures due the 8th day of February, 2001 (the
"Debentures") in the aggregate amount of Six Hundred Thousand
and no/100 Dollars ($600,000.00) and issued in denominations
of Twenty-Five Thousand and no/100 Dollars ($25,000.00), all
of like date, tenor and maturity, excepts variations necessary
to express the number, principal amount and payee of each
debenture.
2. EQUAL RANK
All debentures of this issue rank equally and
ratably without priority over one other.
3. CONVERSION
The holder or holders of this Debenture may, at
any time prior to the maturity hereof, convert
the principal amount of this Debenture into common stock of
the Corporation . Such conversion shall occur on or before
5:00 PM, Central Standard Time, February 8th, 2001, but not
thereafter. The holder or holders of this Debenture shall be
entitled to purchase and receive fully paid and nonassessable
shares of the common stock, $0.001 par value per share (the
"Common Stock") of the Corporation [OTC: BB BWIC, formerly
BGOC], at the price equal to sixty-five percent (65%) of the
per share closing market price of the Common Stock of the
Corporation on February 4, 2000 (the "Exercise Price"), upon
presentation and surrender of the Debenture. To convert this
Debenture, the holder or holders must surrender the same at
the office of the Corporation, accompanied by a written notice
of conversion and by a written instrument of transfer in a
form satisfactory to the corporation, properly completed and
executed by the registered holder or holders hereof or a duly
authorized attorney.
4. FRACTIONAL SHARES
In lieu of issuing any fraction of a share or
scrip upon the conversion of this Debenture, the
Corporation shall pay to the holder hereof, for any fraction
of a share otherwise issuable upon the conversion, cash equal
to the same fraction of the then current per share market
price of the Common Stock.
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5. ADJUSTMENTS TO CONVERSION
If the Corporation at any time pays to the
holders of its common stock a dividend in common
stock, the number of shares of Common Stock issuable upon the
conversion of this Debenture shall be proportionally increased
effective at the close of business on the record date for
determination of the holders of the common stock entitled to
the dividend.
If the Corporation at any time subdivides or combines in a
larger or smaller number of shares its outstanding shares of
common stock, then the number of shares of Common Stock
issuable upon the conversion of this Debenture shall be
proportionally increased in the case of a subdivision, but
shall remain the same (non-dilutable) in the case of a
combination, effective in either case at the close of business
on the date that the subdivision or combination becomes
effective.
If the Corporation is recapitalized,
consolidated with or merged into any other corporation,
or sells or conveys to any other corporation all or
substantially all of its property as an entity, provision
shall be made as part of the terms of any such transaction so
that the holder or holders of this Debenture may receive, in
lieu of the Common Stock otherwise issuable to them upon
conversion hereof at the same conversion ratio, the same kind
and amount of securities or assets as may be distributable
upon the recapitalization, consolidation, merger, sale, or
conveyance with respect to the common stock.
6. SUBORDINATION
The rights of the holder or holders of this
Debenture to receive payment of any principal or
interest hereon is subject and subordinate to the prior
payment of the principal of (and premium, if any) and the
interest on, all other indebtedness of the Corporation,
whether now outstanding or subsequently incurred, whether
secured or unsecured, and any deferrals, renewals or
extensions of such indebtedness or any debentures, bonds or
notes evidencing such indebtedness (the "Senior
Indebtedness"). Upon any receivership, insolvency, assignment
for the benefit of creditors, bankruptcy, reorganization, sale
of all or substantially all of the assets, dissolution,
liquidation, or any other marshaling of the assets and
liabilities of the Corporation, or in the event this Debenture
is declared due and payable upon the occurrence of a default
as defined in this Debenture, then no amount shall be paid by
the Corporation with respect to principal and interest hereon
unless and until the principal of, and interest on, all Senior
Indebtedness then outstanding is paid in full.
7. DEFAULT
If any of the following events occur ("Event of Default"), the
entire unpaid principal amount of, and accrued and unpaid
interest on, this Debenture shall immediately be due and payable:
(a) The Corporation fails to pay any interest on this
Debenture when it is due and payable, and the failure
continues for a period of thirty (30) days;
(b) The Corporation fails to pay the principal of this
Debenture at its maturity;
(c) The Corporation commences any voluntar proceeding under
any bankruptcy, reorganization, arrangement, insolvency,
readjustment of debt, receivership, dissolution, or
liquidation law or statute, of any Jurisdiction, whether now
or subsequently in affect; or the Corporation is adjudicated
insolvent or bankrupt by a court of competent jurisdiction;
or the Corporation petitions or applies for, acquiesces in,
or consents to, the appointment of any receiver or trustee
of the Corporation or for all or substantially all of its
property or assets; or the Corporation makes an assignment
for the benefit of its creditors; or the Corporation admits
in writing its inability to pay its debts as they mature; or
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(d) There is commenced against the
Corporation any proceeding under any bankruptcy,
reorganization arrangement, insolvency, readjustment of
debt, receivership, dissolution, or liquidation law or
statute, of any jurisdiction, whether now or subsequently in
effect, and the proceeding remains un dismissed for .a
period of sixty (60) days or the Corporation by any act
indicates its consent to, approval of, or acquiescence in,
the proceeding; or a receiver or trustee is appointed for
the Corporation or for all or substantially all of its
property or assets, and the receivership or trusteeship
remains undismissed for a period of sixty (60) days; or a
warrant of attachment, execution or similar process is
issued against any substantial part of the property or
assets of the Corporation, and the warrant or similar
process is not dismissed or bonded within sixty (60) days
after the levy.
8. EXCHANGE
The holder of this Debenture may, at any time o or before
the date of its maturity or the date fixed for its
redemption, by surrendering this Debenture to the
Corporation at its office, exchange this Debenture and/or
any other of the Debentures for another debenture or
debentures of a like principal amount and of like tenor,
date and maturity in denominations of Twenty-Five Thousand
and no/100 Dollars ($25,000.00) or any multiple of that
amount.
9. TRANSFER
This Debenture may be transferred only at the office of the
Corporation by the surrender hereof for cancellation, and
upon the payment of any stamp tax or other governmental
charge connected with the transfer. If this Debenture is
transferred, a new debenture or debentures of like tenor,
date and maturity shall be issued to the transferee.
10. REGISTERED OWNER
The Corporation may treat the person or persons whose name
or names appear hereon as the absolute owner or owners of
this Debenture for the purpose of receiving payment of, or
on account of, the principal and interest due on this
Debenture and for all other purposes, and it shall not be
affected by any notice to the contrary.
11. CORPORATE OBLIGATION
The holder or holders of this Debenture shall not have any
recourse for the payment in whole or of any part of the
principal or interest on this Debenture against any
incorporator, or present or future stockholder of the
Corporation by virtue of any law, or by the enforcement of
any assessment, or otherwise, or against any officer or
director of the Corporation by reason of any matter prior to
the delivery of this Debenture, or against any present or
future officer or director of the Corporation. The holder or
holders of this Debenture, by the acceptance hereof and as a
part of the consideration for this Debenture, expressly
agree that the Debentures are obligations solely of the
Corporation and expressly release all claims and waive all
liability against the foregoing persons in connection with
this Debenture.
IN WITNESS WHEREOF, the Corporation has signed and sealed this Convertible
Subordinated Non-Dilutable Debenture this 8th day of February, 2000.
Investor/Purchaser BroadBand Wireless International Corporation
_______________________________ By: ___________________________
Name: Xxxx Xxxxx Name: ____________________
Title: _____________________
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