September 27, 2000
GNB Bank Panama S.A.
Calle Manuel Icaza No. 18,
Panama City,
Republic of Panama
Re: Transfer and Voting Matters
Dear Sirs:
This letter agreement is being delivered in connection with, and
clarifies, amends and restates in its entirety, that certain letter agreement
among us dated February 27, 2000, which was delivered in furtherance of 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"). This letter agreement is an inducement
to you, and a requirement by you, to make the loan to the Borrower. I agree and
covenant to you and the Borrower that: (i) without your prior written consent
(whether or not you are then owed any amounts pursuant to the Loan Agreement),
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 to in clause (i) above or should you
consent to a transfer prior to the expiration of such three-year period, 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) until the later of such time as (a) you
(or any of your successors, assignees or transferees) are not owed any amounts
pursuant to the Loan Agreement and (b) you do not own any shares of stock (or
rights to acquire such stock on conversion of your loan or otherwise) (the
"Restricted Voting Period") of the Borrower, 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) during the Restricted Voting Period, 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
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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, I agree that the Borrower may provide
(and the Borrower has agreed to so 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/ Gary D. Morgan
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Gary D. Morgan
STATE OF New York
---------------
COUNTY OF New York
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On this 27th day of September 2000, before me appeared Gary
D. Morgan, to me personally known, who being by me duly sworn, and that the
foregoing instrument was signed by him.
[NOTARY SEAL] ------------------- ----------------------------------
Notary Public of the State of NY and County of New York
My commission expires: Notary's Printed Name:
November 1, 2001 /s/ Oliverio Lew
------------------- ----------------------------------
<PAGE>
ACCEPTED AND AGREED WITH RESPECT
TO THE PROVISIONS APPLICABLE TO
THE BORROWER ABOVE:
WIN-GATE EQUITY GROUP, INC.
By: /s/ Gary P. Stukes
---------------------------
Name: Gary P. Stukes
Title: President
AGREED AND ACCEPTED:
GNB BANK PANAMA S.A.
By: /s/ Camilo Verastegui
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Name: Camilo Verastegui
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Title: General Manager
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