VOTING AGREEMENT
This Voting Agreement (this "Agreement") is entered into as of May ____,
2001, by and among BellSouth Enterprises, Inc., a Georgia corporation
("BellSouth"), Xxxxxxxx X. Espuelas ("Espuelas") and Xxxx X. Xxxx (together with
Espuelas, the "Founders").
WHEREAS, the Founders are the founders of StarMedia Network, Inc., a
Delaware corporation ("StarMedia"), and collectively own approximately ______%
of the issued and outstanding shares of common stock, par value $0.001 per
share, of StarMedia;
WHEREAS, concurrently with the execution of this Agreement, StarMedia
is entering into that certain Securities Purchase Agreement (the "Securities
Purchase Agreement"; capitalized terms not defined herein shall have the
meanings set forth in the Securities Purchase Agreement), dated as of the date
hereof, by and among StarMedia, BellSouth and certain other investors set forth
therein (collectively, the "Investors");
WHEREAS, pursuant to the terms of Section 3.1 of the Securities
Purchase Agreement, for so long as BellSouth owns at least 5% of the issued and
outstanding Common Stock of StarMedia (calculated as though all shares of
Preferred Stock are converted into Common Stock), upon written request by
BellSouth, StarMedia may be required to cause the election of, and to thereafter
retain in office until such time as BellSouth owns less than 5% of the then
issued and outstanding Common Stock (calculated as provided above), a
representative designated by BellSouth (a "BellSouth Representative") as a
member of its Board of Directors; and
WHEREAS, to facilitate StarMedia's ability to fulfill its obligations
to BellSouth under Section 3.1 of the Securities Purchase Agreement, and thereby
enable the Investors to enter into the Securities Purchase Agreement, the
parties desire to enter into this Agreement.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency is hereby acknowledged, the parties do hereby covenant and agree as
follows:
1. Voting Agreement. Each Founder hereby agrees that during the
term of this Agreement, upon written notice from StarMedia that BellSouth has
designated a BellSouth Representative for election to its Board of Directors, he
will vote all of his shares of capital stock of StarMedia in favor of the
election of the BellSouth Representative to the Board of Directors of StarMedia
at any meeting of the stockholders of StarMedia at which directors are elected.
2. Term. This Agreement shall terminate on the date that
BellSouth owns less than 5% of the issued and outstanding Common Stock
(calculated as though all shares of Preferred Stock are converted into Common
Stock), and thereafter this Agreement shall be of no further force or effect and
there shall be no liability on the part of any party with respect thereto except
that nothing herein will relieve any party from liability for any prior breach
hereof.
3. Miscellaneous.
a. Governing Law. This Agreement shall be governed by and
interpreted under the laws of the State of New York without
giving effect to any conflict of laws provisions.
b. Amendment. This Agreement may not be amended except by an
instrument in writing signed on behalf of each of the
parties.
c. Notices. All notices, requests, consents, reports and
demands shall be in writing and shall be hand delivered,
sent by facsimile or other electronic medium, or mailed,
postage prepaid, to BellSouth or to the Founders at the
address set forth below or to such other address as may be
furnished in writing to the other parties hereto:
If to BellSouth: BellSouth International, Inc.
0000 Xxxxxxxxx Xxxxxx, X.X., Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
E-mail: xxxxxxx.xxxxxxxxx@xxxxxxxxx.xxx
If to Xxxxxxxx X. Espuelas:
Xxxxxxxx X. Espuelas
c/o StarMedia Network, Inc.
00 Xxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
With a copy to: Xxxxxx Macedonia
StarMedia Network, Inc.
00 Xxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
If to Xxxx X. Xxxx:
Xxxx X. Xxxx
c/o StarMedia Network, Inc.
00 Xxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
With a copy to: Xxxxxx Macedonia
StarMedia Network, Inc.
00 Xxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
d. Counterparts. This Agreement and any exhibit hereto may be
executed in multiple counterparts, each of which shall
constitute an original but all of which shall constitute
but one and the same instrument. One or more counterparts
of this Agreement or any exhibit hereto may be delivered
via telecopier, with the intention that they shall have
the same effect as an original counterpart hereof.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
BELLSOUTH ENTERPRISES, INC.
By: ______________________________ __________________________________
Name: ___________________________ Xxxxxxxx X. Espuelas
Title: ____________________________
__________________________________
Xxxx X. Xxxx
