Agreement of Control Affiliate Relating to Merger Consideration – Covista Communications, CCI Acquisitions, and Capsule Communications
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Summary
This agreement is between Henry G. Luken, III (the Control Affiliate), Covista Communications, Inc., CCI Acquisitions Corp., and Capsule Communications, Inc. It relates to the merger of these companies, as outlined in their Merger Agreement dated July 17, 2001. The Control Affiliate agrees to accept a smaller portion of the merger consideration than other Capsule stockholders, as specified in the Merger Agreement. The agreement is a condition for Capsule to proceed with the merger and is signed by all parties' representatives.
EX-2.2 3 a2059373zex-2_2.txt EX 2.2 Exhibit 2.2 AGREEMENT OF CONTROL AFFILIATE Reference is hereby made to that certain Agreement and Plan of Reorganization (the "Merger Agreement"), dated as of July 17, 2001, by and among Covista Communications, Inc., CCI Acquisitions Corp. and Capsule Communications, Inc. ("Capsule"). Capitalized terms used herein without definition are as defined in the Merger Agreement. As a material inducement to Capsule to enter into the Merger Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the undersigned, as the Control Affiliate, hereby agrees to accept the portion of the Merger Consideration issuable to such Control Affiliate in accordance with SECTION 1.5(a) of the Merger Agreement, such consideration being less than that paid to all other stockholders of Capsule. Dated: September 7, 2001 /s/ HENRY G. LUKEN, III -------------------------- Henry G. Luken, III AGREED TO AND ACCEPTED:
