EXHIBIT 10.4.6
IRREVOCABLE PROXY AND VOTING AGREEMENT
I, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, a shareholder of Pacific Gateway Exchange, Inc., a
Delaware corporation (the "Corporation"), individually and as the trustee of the
Granton Foundation (the "Foundation") hereby appoint ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ to be
my proxy agent and the proxy agent of the Foundation and to vote all of my
shares in the Corporation and all shares in the Corporation held by the
Foundation (the "Shares") with respect to all matters submitted to the
stockholders at all meetings of the stockholders, or any adjournments thereof,
and in all consents to any actions taken without a meeting. This appointment
shall commence immediately and end on January 1, 2001. During said period,
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ shall have all of the power that I or the Foundation would
possess with respect to the voting of my shares and all of the Foundation's
shares and granting my consent and the Foundation's consent. I hereby ratify
and confirm all acts that the proxy pursuant to this Irrevocable Proxy and
Voting Agreement (the "Proxy") shall do or cause to be done by virtue of and
within the limitations set forth in this Proxy.
If, during the term of this Proxy, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ becomes unable to
perform his duties as an officer of Pacific Gateway Exchange, Inc. due to his
voluntary resignation, termination for cause, long-term disability, physical or
mental incapacity, or death, then this Proxy shall be null and void. Except as
set forth in this paragraph, this Proxy shall be irrevocable.
I agree that any transfer of the Shares by me or the Foundation prior to
January 1, 2001 other than pursuant to a registered underwritten offering under
the Securities Act of 1933, as amended, (the "Act") or pursuant to Rule 144
under the Act shall be subject to this Proxy. It shall be a condition of such
transfer that the transferee appoint ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ as such stockholder's
proxy on terms identical to this Proxy for the term ending upon termination of
this Proxy.
I agree that the Shares shall bear the following legend until this Proxy
terminates as set forth above:
The shares represented by this certificate are subject to a
Irrevocable Proxy and Voting Agreement dated as of March 23, 2000, a
copy of which is on file with the Secretary of the Corporation. Any
purchaser of such shares prior to January 1, 2001, other than pursuant
to a registered underwritten offering under the Securities Act of
1933, as amended, (the "Act") or pursuant to Rule 144 under the Act
shall be bound by such agreement.
IN WITNESS WHEREOF, I have executed this Proxy effective as of the 23rd day
of March, 2000.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
The Granton Foundation
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Trustee