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EXHIBIT 4.
November 21, 2000
$108,957.92
GLOBALBOT CORP.
CONVERTIBLE DEBENTURE
GlobalBot Corp., (the "Company"), a Florida corporation, for value
received, hereby promises to pay to Infodotcoza, (Pty) Ltd. ("Holder"), the
principal sum of $108.957.92 on January 30, 2001, upon presentation and
surrender of this Debenture at the office or agency of the Company at 1250 East
Hallandale Beach, Blvd. Hallandale Florida, 33009 in such coin or currency of
the United States of America as at the time of payment shall be legal tender for
the payment of public and private debts, and to pay interest thereon at such
office or agency from the date hereof at the rate of 12% per annum at the time
the principal is paid or as provided in section two of this Debenture.
1. AUTHORIZATION. This Debenture has been authorized by the board of
directors of the Company.
2. CONSIDERATION. As consideration for this Debenture, Holder will
return to the Company, for cancellation, the following original promissory
notes.
Note Amount Maker Date
------------ -------- -----
$12,640 Quest Net Corp. NA
$42,282.48 Quest Net Corp. NA
$4,035 GlobalBot Corp. June 6, 2000
$25,000 GlobalBot Corp. June 30, 2000
$5,000 GlobalBot Corp. August 31, 2000
$8,000 GlobalBot Corp. September 18, 2000
$7,000 GlobalBot Corp. October 17, 2000
$5,000 GlobalBot Corp. November 7, 2000
3. CONVERSION. The Holder has the right, at his option, at any time
prior to maturity, to convert the principal amount hereof and any accrued
interest into shares of common stock of the Company (at the rate of one share of
common stock for $.02) as such shares shall be constituted at the date of
conversion. Such conversion shall be exercisable upon surrender of this
Debenture at the office of the Company at 1250 East Hallandale Beach, Blvd.
33009, accompanied by written notice of conversion. No fractional shares or
scrip representing fractional shares will be issued upon any conversion, but an
adjustment in cash will be made, in respect of any fraction of a share which
would otherwise be issuable upon the surrender of this Debenture for conversion.
In the event of a voluntary or mandatory conversion of this Debenture, no
interest shall be due and owing by the Company.
4. DEFAULT. In case of a default by the Company of any its obligations
contained herein shall have occurred and remains uncured for 10 days after
default, the principal hereof may be declared, and upon such declaration shall
become, together with any accrued interest thereon immediately due and payable
in the manner, with the effect, and subject to the conditions provided in the
Debenture.
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5. PRINCIPAL. Except as provided in section 2 hereof, no provision of
this Debenture or the corporate documents and agreements of the Company shall
alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of and interest on this Debenture at the
place, at the time, at the rate, and in the currency herein prescribed.
6. REDEMPTION. This Debenture may not be redeemed prior to maturity
without the express written consent of Holder.
7. INVESTMENT INTENT. Holder is acquiring this Debenture and the
underlying common stock for his own account, for investment and not with a view
to, or for his own account, for investment and not with a view to, or for resale
in connection with, the distribution thereof. Holder has no present intention of
reselling or distributing any of the securities. Holder does not have any
contract, undertaking, agreement, or arrangement with any person to sell or
transfer to such person or to any third person any of the securities. The
acquisition of the securities for investment is consistent with Holder's
financial needs.
8. CORPORATE OBLIGATION. Except as otherwise provided herein, no
recourse under or upon any obligation, covenant or agreement contained in this
Debenture, or for any claim based thereon or otherwise in respect thereof, shall
be had against any promoter, subscriber to shares, incorporator, shareholder,
officer, or director of the Company or of any successor corporation or through
any trustee, receiver, or any person, whether by virtue of any constitution,
statute, or rule of law, or by the enforcement of any assessment or penalty or
otherwise. It is expressly understood that this Debenture is solely a corporate
obligation of the Company, and that any and all such personal liability, either
at common law or in equity or by constitution or statue, of, and any and all
rights and claims against, every such promoter, subscriber, incorporator,
shareholder, officer, or director, as such, are hereby expressly waived and
released by every Holder by the acceptance of this Debenture and as a part of
the consideration for the issue hereof.
9 TIME OF MATURITY. This Debenture shall mature on January 30, 2001, at
which time the principal sum, together with all accrued interest, shall be due
and payable to Holder unless it has previously been converted.
10. ACCESS TO INFORMATION. The Holder has had the opportunity to ask
questions of, and receive answers from management of the Company regarding the
terms and conditions of this Debenture, and the transactions contemplated
thereby, as well as the affairs of the Company and related matters. The Holder
may have access to whatever additional information concerning the Company, its
financial condition, its business, its prospects, its management, its
capitalization, and other similar matters that the Holder or his purchaser
representative, if any, desires, provided that the Company can acquire such
information without unreasonable effort or expense. In addition, as required by
?517.061(11)(a)(3), Florida Statutes, and Rule 3E-500.05(a) there under, the
Holder and his purchaser representative may have, at the offices of the Company,
at any reasonable hour, after reasonable prior notice, access to the materials
set forth in the Rule which the Company can obtain without unreasonable effort
or expense.
The Holder has had the opportunity to obtain additional information
necessary to verify the accuracy of the information referred to the above
paragraph.
11 ANTI-DILUTION PROTECTION. If and to the extent that the number of
issued shares of common stock of the Company shall be increased or reduced by
change in par value, split up, reclassification, distribution of a dividend
payable in stock, or the like, the number of shares subject to the Debenture and
the conversion price per share shall be proportionately adjusted. If the Company
is reorganized including through creation of a holding company which owns 100%
of the outstanding common stock of the Company or consolidated or merged with
another corporation, the Holder shall receive a Debenture covering shares of
such reorganized, consolidated, or merged company in the same proportion, at an
equivalent price and subject to the same conditions. For purposes of the
preceding sentence, the new Debenture or assumption of the old
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Debenture shall not give the Holder additional benefits, which it did not have
under the old Debenture, or deprived it of benefits, which it had under the old
Debenture.
12. PERSONS DEEMED OWNERS. The registered Holder of the Debenture may
be treated as its owner for all purposes.
13. SEVERABILITY. In the event any parts of this Debenture are found to
be void, the remaining provisions of this Debenture shall nevertheless be
binding with the same effect as though the void parts were deleted.
14. ARBITRATION. Any controversy or claim arising out of or relating to
this Debenture, or to the interpretation, breach or enforcement thereof or any
other dispute between the parties, shall be submitted to one arbitrator and
settled by arbitration in Miami, Florida, in accordance with the rules, then
obtaining, of the American Arbitration Association. Any reward made by such
arbitrators shall be final, binding, and conclusive on all parties hereto for
all purposes, and judgment may be entered thereon in any court having
jurisdiction thereof.
15. BENEFIT. This Debenture shall be binding upon and inure to the
benefit of the parties hereto and their legal representatives, successors and
assigns.
16. NOTICES AND ADDRESSES. All notices, offers, acceptance and any
other acts under this Debenture (except payment) shall be in writing, and shall
be sufficiently given if delivered to the addressees in person, by Federal
Express or similar receipted delivery, by facsimile delivery or, if mailed,
postage prepaid, by certified mail, return receipt requested, as follows:
The Holder: Infodotcoza, (Pty) Ltd.
C/o AC Fisher Hoffman Sithole
PO Box 7606
Newton Park 7606 South Africa
The Company: GlobalBot Corp.
1250 East Hallandale Beach Blvd.
Suite #602
Hallandale Florida, 33009
or to such other address as either of them, by notice to the other may designate
from time to time. The transmission confirmation receipt from the sender's
facsimile machine shall be conclusive evidence of successful facsimile delivery.
Time shall be counted to, or from, as the case may be, the delivery in person or
by mailing.
17. ATTORNEY'S FEES. In the event that there is any controversy or
claim arising out of or relating to this Debenture, or to the interpretation,
breach or enforcement thereof, and any action or proceeding is commenced to
enforce the provisions of this Debenture, the prevailing party shall be entitled
to a reasonable attorney's fee, costs and expenses.
18. GOVERNING LAW. This Debenture and any dispute, disagreement, or
issue of construction or interpretation arising hereunder whether relating to
its execution, its validity, the obligations provided therein or performance
shall be governed or interpreted according to the laws of the State of Florida.
19 ORAL EVIDENCE. This Debenture supersedes all prior oral and written
agreements between the parties hereto with respect to the subject matter hereof.
Neither this Debenture nor any provision hereof may be changed, waived,
discharged or terminated orally, except by a statement in writing signed by the
party or parties against which enforcement or the change, waiver discharge or
termination is sought.
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20. ADDITIONAL DOCUMENTS. The parties hereto shall execute such
additional instruments as may be reasonably required by their counsel in order
to carry out the purpose and intent of this Debenture and to fulfill the
obligations of the parties hereunder.
21. PARAGRAPH HEADINGS. Paragraph headings herein have been inserted
for reference only and shall not be deemed to limit or otherwise affect, in any
matter, or be deemed to interpret in whole or in part any of the terms or
provisions of this Debenture.
IN WITNESS WHEREOF, the undersigned has set his hand and seal the day
and year first above written.
GlobalBot Corp.
By: /s/ Serge Dazile, President
RESTRICTIVE LEGEND
THE SHARES REPRESENTED BY THIS CONVERTIBLE DEBENTURE AND THE
CONVERTIBLE DEBENTURE HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR ANY STATE
SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR HYPOTHECATED IN ABSENCE OF
AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH LAWS AS MAY BE APPLICABLE OR, AN
OPINION OF COUNSEL TO THE COMPANY, THAT AN EXEMPTION FROM SUCH APPLICABLE LAWS
EXIST.
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