February 29, 2000
GNB Bank Panama S.A.
Xxxxx Xxxxxx Xxxxx Xx. 00,
Xxxxxx Xxxx,
Xxxxxxxx xx Xxxxxx
Re: Transfer and Voting Matters
Dear Sirs:
In connection with the Loan Agreement among Win-Gate Equity Group Inc.
(the "Borrower"), Globaltron Communications Corporation (the "Guarantor") and
you (the "Lender") dated as of February 29, 2000 (the "Loan Agreement") and as
an inducement to you to make the loan to the Borrower, I agree, and covenant to
you, that: (i) for a period of three years from the date hereof, I will not
sell, exchange or otherwise transfer (collectively, "transfer") all or part of
my stock in the Borrower; provided, however, that I may transfer my shares in
the Borrower in the event of a merger, consolidation or other sale of assets or
other reorganization approved as provided in Exhibit 2 (b) J of the Loan
Agreement; (ii) after the three year period referred in clause (i) above, if and
to the extent I transfer all or part of my stock in the Borrower you shall have
tag along rights on the stock sold or transferred on the same terms and
conditions it is offered to me; (iii) I will vote my stock in the Borrower in
favor of your designee(s) or those of your assignees, nominated to serve as one
of the five directors on the board of directors of the Borrower; and (iv) I will
not vote my stock in the Borrower for any of the issues described in Exhibit 2
(b) of the Loan Agreement without your prior written consent.
In the event that I should fail to vote my stock in accordance with
clauses (iii) and/or (iv) of the foregoing paragraph, then in addition to such
other rights and remedies as may be available to you in law or in equity
(including without limitation an action for breach of contract), I hereby
appoint you as my proxy, which proxy shall be IRREVOCABLE and coupled with an
interest, to vote my stock on all such matters as are within the contemplation
of such clauses (iii) and/or (iv). In any such event, you shall have full power
of substitution with regard to such proxy. I acknowledge that for purposes of
the phrase "coupled with an interest", your interest includes your interest both
as a lender under the Loan Agreement and your interest as a stockholder of the
Borrower in connection with any conversion of the Loan into stock of the
Borrower. I also agree that if and to the extent you shall, at anytime, acquire
stock of the Borrower, then this letter agreement shall automatically be deemed
a shareholders' agreement, that I will immediately execute an acknowledgment
that this letter agreement constitutes a shareholder agreement, together with
any such other agreements consistent with this letter agreement as you shall
request to further reflect the intent and purposes of this letter agreement.
In accordance with the foregoing, the Borrower shall provide a stop
transfer notice on the certificates representing the stock I now or hereafter
own in the Borrower to the transfer agent of the Borrower, so to reflect the
foregoing limitations on transfers of such stock. I also agree, upon your
request, to tender all certificates representing my stock to the transfer agent
for purposes of application of appropriate restrictive legends consistent with
the terms of this letter agreement.
I and the Borrower acknowledge that any transfer of my stock, or other
act by me, in contravention of this letter agreement shall be null and void and
of no force or effect. This letter agreement shall inure to the benefit of, and
be enforceable by, you and your successors and assigns.
If you are in agreement with the terms of this letter agreement, please
so indicate by signing in the space provided below.
Very truly yours,
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
ACCEPTED AND AGREED WITH RESPECT
TO THE PROVISIONS APPLICABLE TO
THE BORROWER ABOVE:
WIN-GATE EQUITY GROUP, INC.
By: /s/ Xxxx X. Xxxxxx
----------------------------
Name: Xxxx X. Xxxxxx
Title: President
AGREED AND ACCEPTED:
GNB BANK PANAMA S.A.
By: /s/ Xxxxxx Xxxxxxxxxx
----------------------------
Name: Xxxxxx Xxxxxxxxxx
Title: General Manager
