EXHIBIT 9.1
VOTING AGREEMENT AND IRREVOCABLE PROXY
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THIS VOTING AGREEMENT AND IRREVOCABLE PROXY (this "Voting Agreement") is
made and entered into as of ________, 2000, by and among America Online Latin
America, Inc., a Delaware corporation (the "Company"), Riverview Media Corp., a
British Virgins Islands corporation ("ODC") and the holder of shares of Series C
Preferred Stock, par value $0.01 per share of the Company (the "Series C
Preferred Stock"), and each of the Xxxxxxxx Family Members (as such term is
defined in the Restated Certificate of Incorporation of the Company (the
"Restated Certificate")) listed on Schedule A attached hereto (each, a "Family
Member" and collectively, the "Family Members").
RECITALS:
WHEREAS, ODC intends to transfer by gift to each Family Member the number
of shares of the Company's Series C Preferred Stock listed opposite each such
Family Member's name on Schedule A; and
WHEREAS, subject to the provisions of the Restated Certificate, upon a
transfer of shares of Series C Preferred Stock by ODC, such shares automatically
convert into Class A Common Stock, par value $0.01 per share, of the Company
(the "Class A Common Stock") unless ODC obtains from such transferee a voting
agreement and voting proxy, each in form and substance satisfactory to the
Company and America Online, Inc., pursuant to which the transferee agrees to
grant to ODC the right to vote all shares of Series C Preferred Stock
transferred to such person, such vote to be at the sole discretion of ODC; and
WHEREAS, the purpose of this Voting Agreement is to grant to ODC, as
representative of the Family Members, the irrevocable right to vote the Proxy
Shares (as defined below) in accordance with the provisions of the Restated
Certificate.
NOW, THEREFORE, for a valuable consideration, the receipt and adequacy of
which is hereby acknowledged, the parties hereto agree as follows:
1. SHARES SUBJECT TO THIS VOTING AGREEMENT. Upon the execution of this Voting
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Agreement, all of the issued and outstanding shares of the Company's Series C
Preferred Stock held of record by each Family Member as of the date hereof shall
be subject to the terms and conditions set forth herein (the "Proxy Shares").
2. IRREVOCABLE PROXY.
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(a) Each Family Member hereby irrevocably constitutes and appoints ODC as
its exclusive attorney-in-fact and proxy (the "Proxy") to vote, or to execute
and deliver written consents or otherwise act on their behalf, in any event in
ODC's sole and absolute discretion with respect to all Proxy Shares held by such
Family Member, as if such Family Member had personally attended such a meeting
and had personally voted the Proxy Shares or had personally signed such written
consent or written consents, including, without limitation, with respect to all
matters for which the Proxy Shares held by such Family Member are granted voting
rights pursuant to the provisions of the Delaware General Corporation Law. No
Family Member shall have any right to vote, or give any consents or exercise any
other voting rights with respect to, the Proxy Shares held by such Family Member
for so long as this Voting Agreement shall remain in effect with respect to such
Proxy Shares.
(b) ODC is hereby authorized to attend, and vote the Proxy Shares in a
Proxy vote at, any and all meetings of the stockholders of the Company, and any
adjournments thereof, and to execute any and all written consents of
stockholders of the Company to be executed on or after this date for the purpose
of a vote at which the Proxy Shares are entitled to vote.
(c) Each Family Member hereby affirms that this Proxy is given as a
condition of said Voting Agreement and as such is coupled with an interest and
is irrevocable.
(d) Attendance by a Family Member at any meeting of the stockholders of the
Company at which there will be a Proxy vote, or the provision of any notice with
respect to or attempt to vote any Proxy Shares subject to this Voting Agreement,
shall not constitute revocation of the Proxy granted hereby.
(e) Each Family Member shall cooperate with ODC to enable ODC to vote the
Proxy Shares or give written consents with respect thereto in a Proxy vote and
shall execute all such documentation and take all such action as such ODC may
reasonably request, in order to carry out the intention of this Voting
Agreement.
3. TERM. This Voting Agreement shall be effective as of the date hereof, shall
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be irrevocable thereafter and shall remain in full force and effect indefinitely
from the date hereof, provided, however, that this Voting Agreement shall
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terminate immediately upon the transfer by a Family Member of any Proxy Shares
with respect only to the Proxy Shares transferred. Upon such transfer, the
Family Member shall be relieved of all obligations under this Voting Agreement
with respect to such Proxy Shares transferred. In addition, this Voting
Agreement shall terminate without further action by the parties upon the
conversion into Class A Common Stock of all of the then outstanding shares of
Series C Preferred Stock in accordance with the provisions of the Restated
Certificate.
4. LEGEND. Each certificate representing the Proxy Shares shall include the
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following legend:
"The shares represented by this certificate are subject to the
provisions of a Voting Agreement and Irrevocable Proxy dated
_________, 2000, on file at the principal office of the Company."
Said legend shall be promptly removed by the Company from any certificate upon
termination of this Voting Agreement with respect to all of the Proxy Shares
represented by such certificate.
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5. CHOICE OF LAW. All questions concerning the construction, validity and
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interpretation of this Voting Agreement shall be governed by and construed in
accordance with the domestic law of the State of Delaware, without giving effect
to any choice of law or conflict of law provision (whether of the State of
Delaware or any other jurisdiction) that would cause the application of the laws
of any jurisdiction other than the State of Delaware.
6. ENFORCEMENT; AMENDMENT AND REVOCATION. The Company, by its execution
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hereof, is hereby given the right to enforce the provisions of this Voting
Agreement, and shall, among other things, be entitled to refuse to recognize any
votes attempted to be cast in person, in writing or by another purported holder
of a proxy, in any event in respect of any Proxy Shares then subject to the
provisions of this Voting Agreement by any Person other than ODC. No Family
Member shall revoke or attempt to revoke the Proxy in whole or in part at any
time prior to the termination of this Voting Agreement, whether in writing or
otherwise, without the prior written consent of the Company, which consent may
be granted or withheld in the sole and absolute discretion of the Company. Upon
any such revocation, the Proxy Shares that are the subject of such revocation
immediately shall, without further action on the part of the Company, be
converted into shares of Class A Common Stock. Any amendment to this Voting
Agreement shall be effective only if evidenced by a written instrument executed
by the parties hereto, including, without limitation, by the Company upon
authorization of the Company's Board of Directors; provided, that this Voting
Agreement may be amended with respect to any single Family Member by such Family
Member, ODC and the Company, and any such amendment as to a any single Family
Member shall not affect the provisions hereof with respect to any other Family
Members.
IN WITNESS WHEREOF, the parties have executed this Voting Agreement as of
the day and year first above written specifically intending this Voting
Agreement to constitute an instrument under seal.
AMERICA ONLINE LATIN AMERICA, INC.
By:
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Name:
Title:
RIVERVIEW MEDIA CORP.
By:
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Name:
Title:
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Henrique Xxxxx Xxxxxxxx
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Xxxxxx Xxxxxxx Xxxxxxxx
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Helena Xxxxxx Xxxxxxxx
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Adriana Mercedes Xxxxxxxx Xxxxxxxx
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Carolina X. Xxxxxxxx
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Xxxxxxxxx X. Xxxxxxxx
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Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxxxx
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SCHEDULE A
NAME SHARES OF SERIES C PREFERRED STOCK
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Henrique Xxxxx Xxxxxxxx shares
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Xxxxxx Xxxxxxx Xxxxxxxx shares
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Helena Xxxxxx Xxxxxxxx shares
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Adriana Mercedes Xxxxxxxx Xxxxxxxx shares
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Carolina X. Xxxxxxxx shares
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Xxxxxxxxx X. Xxxxxxxx shares
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Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxxxx shares
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