EXHIBIT 7.2
PROXY AGREEMENT
For good and valuable consideration, and as contemplated by Section 5
of that Agreement to Purchase Stock made as of January 6, 1998 between Xxxxx X.
Xxxxxx of 000 Xxxxxx Xxxx, Xxxxxxxxx, Xxx Xxxxxx 00000 ("Xxxxxx"), and Gold &
Xxxxx Transfer, S.A., a British Virgin Islands corporation ("G&A"), in respect
of 69,000 shares of common stock, par value $0.05 per share, of Total-Tel USA
Communications, Inc., a Delaware corporation (the "Company"), which 69,000
shares (the "Shares") Xxxxxx owns, beneficially or of record, and has agreed to
sell to G&A in October 1998 under the above-mentioned Agreement to Purchase
Stock (the "Agreement"), Xxxxxx hereby constitutes and appoints G&A as the sole
and exclusive and true and lawful agent, attorney-in-fact and proxy of Xxxxxx,
with full power of substitution and resubstitution, to vote or direct the voting
of the Shares, at any and all annual or special meetings of the holders of the
Company's common stock, and otherwise to act in respect of the Shares by written
consent in lieu of a meeting of stockholders, even while the Shares remain
registered in Xxxxxx'x name, as fully as Xxxxxx could vote and act, on any
election of directors of the Company and on any other matters submitted to the
stockholders, whether or not required by applicable law, including, without
limitation, mergers, consolidations, asset sales and amendments to the Company's
certificate of incorporation, and to exercise all of Xxxxxx'x rights in respect
of the Shares to call a meeting of the Company's stockholders to consider any of
the foregoing or any other matter, all until the earlier of (a) G&A's payment of
the full purchase price for the Shares under the Agreement and (b) the date of
termination of such Agreement pursuant to Section 3 thereof (the "Termination
Date").
Xxxxxx also hereby agrees (a) to execute such additional documents and
to take such additional actions as G&A may request to effectuate or further
secure and protect the rights of G&A under the foregoing proxy (the "Proxy");
(b) that the Proxy is coupled with an interest in the Shares and in the Company,
and shall be irrevocable until the Termination Date; (c) that Xxxxxx will cause
the record owner of the Shares, if different from himself, to vote such Shares
in conformity with the purpose of this Proxy; (d) that if any additional common
stock or other capital stock of the Company is distributed
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in respect of the Shares, whether as a dividend or otherwise, such capital stock
shall automatically become subject to this Proxy and deemed to be "Shares" for
all purposes hereof; (e) the term "Company" for all purposes hereof and of all
rights of G&A hereunder shall mean, in addition to Total-Tel Communications,
Inc., any corporation or corporation's successor to it, and if such succession
occurs, the successor corporation's capital stock received by Xxxxxx in respect
of the Shares shall automatically be subject to this Proxy and deemed to be
"Shares" for all purposes hereof; (f) that G&A's rights hereunder are unique and
that G&A will not have adequate remedies at law for Xxxxxx'x failure to perform
his obligations hereunder and, as a result, G&A shall have the right to specific
performance and equitable injunctive relief for the enforcement of such
obligations; (g) [clause deleted by the parties hereto]; and (h) that this Proxy
shall be governed by the laws of the State of Delaware.
Dated: February 24, 1998 /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Accepted as of the date first written above:
Gold & Xxxxx Transfer, S.A.
By: /s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx, as Attorney-in-Fact
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