STOCK PURCHASE AGREEMENT ("Agreement"), dated as of June 14. 2001, between
Colpafinsa S.A., a corporation organized under the laws of the Republic of
Panama, having its principal offices at Xxxxx 00 x Xxxxxxxx xx xx Xxxxxxx, Torre
Banco Continental, Piso 30, Panama City, Republic of Panama (the "Seller") and
GNB Bank Panama S.A., a bank organized under the laws of the Republic of Panama,
with address at Xxxxx 00 x Xxxxxxxx xx xx Xxxxxxx, Torre Banco Continental,
Panama City, Republic of Panama (the "Buyer").
RECITALS:
WHEREAS, the Seller wishes to sell, and the Buyer wishes to purchase
2,500,000 shares (the "Shares") of the common stock of Globaltron Corporation
(f/k/a Win Gate Equity Group Inc.) ("Globaltron") for the Purchase Price and
upon the terms and subject to the conditions described below.
NOW, THEREFORE, in consideration of the premises and of other good and
valuable consideration, receipt of which is acknowledge, it is hereby agreed as
follows:
1. Sale of Stock.
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Seller sells to the Buyer, and the Buyer purchases from the Seller, the
Stock, on the date hereof, free and clear of all liens, claims, pledges,
charges, agreements, and encumbrances of any kind whatsoever ("Liens"). The
Buyer pays to the Seller on the date hereof the amount of US$2,500,000
("Purchase Price").
2. Obligations of Seller and Buyer.
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(i) The Seller delivers to the Buyer, on the date hereof, stock
certificate(s) representing the Stock owned by it free of any Liens or
restrictions of any kind, together with
stock powers executed by it with signatures guaranteed by a member of the New
York Stock Exchange or a U.S. commercial bank.
(ii) The Buyer delivers to the Seller, on the date hereof, the
Purchase Price.
3. Representations of Seller.
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The Sellers represents to the Buyer as follows:
(a) The Seller has the legal authority to execute, deliver and perform
the terms and provisions of this Agreement and has taken all necessary legal
actions (including any consent of stockholders required by law or by its charter
documents if necessary) to authorize the execution, delivery or performance of
this Agreement and the transactions contemplated herein.
(b) This Agreement, when executed by the Seller and countersigned by
the Buyer, will constitute its legal, valid and binding obligations in
accordance with the terms hereof, except as enforceability may be limited by
applicable bankruptcy, liquidation, insolvency, reorganization, moratorium or
similar laws affecting creditors' rights or general equity principles.
(c) Neither the execution, delivery or performance of this Agreement or
the consummation of the transactions herein contemplated nor compliance with the
terms and provisions hereof will (i) contravene (a) any requirement of law to
which Seller is subject, including the securities laws of any jurisdiction or
the rules or regulations of any governmental entity or self regulatory body nor
(b) any judgment, decree, franchise, order or demand applicable to Seller (i)
conflict or be inconsistent with or result in any breach of the terms,
covenants, conditions or provisions of, or constitute a default under, or result
in the creation or imposition of (or the obligation to create or impose) any
lien upon any of its properties or assets
pursuant to the terms of any indenture, mortgage, deed of trust agreement or
other instrument to which the Seller is a party or bound or to which it may be
subject.
(d) The Seller is not in default with respect to any applicable
statute, rules, writ, injunction, decree, order or regulation of any
governmental authority having jurisdiction over it which is likely to adversely
affect its ability to perform its obligations hereunder and entering into this
Agreement will not violate any of them.
(e) Subject to the terms and conditions of this Agreement the Seller
will take, or cause to be taken, all reasonable actions, and do, or cause to be
done, all things necessary, proper or advisable under applicable laws and
regulations to consummate and make effective the transactions contemplated by
this Agreement.
(f) The Seller represents and covenants to the Buyer that (i) it is
the record and beneficial owner of the Stock which is free and clear from any
Liens and it shall deliver to the Buyer, certificates representing the Stock;
and (ii) there is not outstanding any security, option, warrant, right,
agreement, understanding or commitment of any kind entitling any person or
entity to acquire any of the Stock.
The representations made in this Section 3 are continuous
representations and shall survive the date hereof.
4. Representation of Buyer.
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The Buyer represents to the Seller as follows:
(a) The Buyer has the legal authority to execute, deliver and perform
the terms and provisions of this Agreement and has taken all necessary legal
actions (including any consent of stockholders required by law or by its charter
documents if necessary) to authorize the execution, delivery or performance of
this Agreement and the transactions contemplated herein.
(b) This Agreement, when executed by the Seller and countersigned by
the Buyer, will constitute Buyer's legal, valid and binding obligations in
accordance with the terms hereof, except as enforceability may be limited by
applicable bankruptcy, liquidation, insolvency, reorganization, moratorium or
similar laws affecting creditors' rights or general equity principles.
The representations made in this Section 4 are continuous
representations and shall survive the date hereof.
5. General.
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(a) Notices. Any notice required or permitted hereunder shall be in
writing, and shall be delivered personally or sent by certified mail, return
receipt required, or confirmed facsimile transmission as follows:
If to Seller:
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Colpafinsa X.X.
Xxxxx 00 x Xxxxxxxx xx xx Xxxxxxx,
Xxxxx Banco Xxxxxxxxxxx, Xxxx 00
Xxxxxx Xxxx, Xxxxxxxx xx Xxxxxx
Fax Number: (000-000) 000-0000
If to Buyer:
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GNB Bank Panama X.X.
Xxxxx 00 x Xxxxxxxx xx xx Xxxxxxx,
Torre Banco Continental
Panama City, Republic of Panama
Fax Number: (000-000) 000-0000
(b) Survival. All representations and covenants contained herein
shall survive the date hereof.
(c) Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument.
(d) No Implied Waiver. No failure or delay on the part of a party
hereto to exercise any right, power or privilege shall be deemed a waiver of any
rights and remedies to which such party may be entitled.
(e) Entire Agreement. This Agreement sets forth the entire
understanding of the parties with respect to the subject matter hereof and
supersedes all prior oral or written communications, understandings and
agreements, oral or written and cannot be changed except by an instrument in
writing signed by the parties hereto.
(f) Headings. The headings in this Agreement are for convenience of
reference only, are not a part hereto and shall not affect the interpretation or
construction hereof.
(g) Governing Law. This agreement shall be governed by and
construed and enforced in accordance with, the laws of the State of New York,
without regard to conflicts of law principles. Any disputes with respect to the
interpretation of this Agreement or the rights and obligations of the parties
hereto shall be exclusively brought in the U.S. District Court for the Southern
District of New York or if such Court lacks subject matter jurisdiction, in the
Supreme Court of the State of New York, County of New York. Each of the parties
waives any right to object jurisdiction or venue of either of such Courts or to
claim that either of such Courts are an inconvenient forum.
(h) Successors. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective heirs,
executors, administrators, personal representatives, successors and assigns.
(i) Severability. If any provision of this agreement shall be held
by any court of competent jurisdiction to be illegal, invalid or unenforceable,
such provision shall be construed and enforced as if it had been more narrowly
drawn so as not to be illegal, invalid or unenforceable, and such illegality,
invalidity or unenforceability shall have no effect upon and shall not impair
the enforceability of any other provision of this Agreement.
IN WITNESS HEREOF, the parties have duly executed this Agreement as of the date
first above written.
COLPAFINSA S.A.
By: /s/ Xxxxxx Xxxxxxxxxx
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Name: Xxxxxx Xxxxxxxxxx
Title: Manager
GNB BANK PANAMA S.A.
By: /s/ X. Xxxxxxxx
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Name: X. Xxxxxxxx
Title: Chief Operating Officer
