VOTING AGREEMENT
AND
IRREVOCABLE PROXY
THIS VOTING AGREEMENT ("Agreement") is made as of July 31, 1997 by and
between Ram Xxxxxxx ("Xxxxxxx") and Vijay and Xxxx Xxxxxxxx ("Xxxxxxxx").
Xxxxxxx and Xxxxxxxx are sometimes referred to herein as the "Stockholders."
WHEREAS, the Stockholders are the beneficial owners of shares
of common stock, $.01 par value per share, of Startec, Inc. (to be
re-named Startec Global Communications Corporation)(the "Company");
and
WHEREAS, the Stockholders desire that Xxxxxxx retain voting control over a
majority of the issued and outstanding common stock of the Company following the
completion of the Company's initial public offering of its common stock;
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1. Voting of Shares. Srinivas hereby appoints Xxxxxxx as proxy to vote all
shares which Srinivas beneficially owns (the "Srinivas Shares") with respect to
all matters submitted to the Company's stockholders at all meetings of the
Company's stockholders, or any adjournments thereof, and in all consents to any
actions taken without a meeting. During the term of this Agreement, Xxxxxxx
shall have all of the power that Srinivas would possess with respect to the
voting of the Srinivas Shares and granting of any consent with respect to the
Srinivas Shares. By executing this Agreement, Srinivas hereby ratifies and
confirms all acts that Xxxxxxx shall do or cause to be done by virtue of and
within the limitations set forth in this Agreement.
2. Term of Agreement. This Agreement and the appointment made pursuant to
paragraph 1 above shall continue from July 31, 1997 until January 1, 1998.
3. No Revocation. The agreements and appointments contained herein with
respect to the voting of the Srinivas Shares are coupled with an interest and
may not be revoked, except by written consent of each of the Stockholders.
4. Restrictive Legend. All certificates representing Srinivas Shares owned
or hereafter acquired by Srinivas shall have affixed thereto a legend
substantially in the following form:
The shares represented by this certificate are subject to a Voting
Agreement and Irrevocable Proxy dated as of July 31, 1997, a copy of which
is on file with the Secretary of the Corporation. Any purchaser of such
shares prior to January 1, 1998 shall be bound by such agreement.
5. Transfers of Rights. Any transferee to whom any Srinivas Shares may be
transferred, whether voluntarily or by operation of law, shall be bound by the
agreements and obligations under this Agreement.
6. Specific Performance. In addition to any and all remedies that may be
available at law in the event of any breach of this Agreement, each Stockholder
shall be entitled to specific performance of the agreements and obligations of
the other Stockholders hereunder and to such other injunctive or other equitable
relief as may be granted by a court of competent jurisdiction.
7. Governing Law. This Agreement shall be governed by the laws of the State
of Maryland.
8. Entire Agreement. This Agreement contains all of the agreements and
understandings between the parties hereto with respect to the subject matter
hereof, and supersedes all prior agreements, arrangements and understandings
related to the subject matter hereof. No oral agreements or written
correspondence shall be held to affect the provisions hereof.
IN WITNESS THEREOF, this Agreement has been executed by the parties hereto
as of the day and year first above written.
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Ram Xxxxxxx
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Xxxxx Xxxxxxxx
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Xxxx Xxxxxxxx
