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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇, III
--------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇, III
AGREED TO AND ACCEPTED:
ATTEST: COVISTA COMMUNICATIONS, INC.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ A. ▇▇▇▇ ▇▇▇▇▇, JR.
------------------------(SEAL) By:-------------------------------
Secretary Name: A. ▇▇▇▇ ▇▇▇▇▇, Jr.
Title: President and Chief Executive Officer
ATTEST: CCI ACQUISITIONS CORP.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ A. ▇▇▇▇ ▇▇▇▇▇, JR.
------------------------(SEAL) By:-------------------------------
Secretary Name: A. ▇▇▇▇ ▇▇▇▇▇, Jr.
Title: President and Chief Executive Officer
ATTEST: CAPSULE COMMUNICATIONS, INC.
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------(SEAL) By:-------------------------------
Chief Financial Officer Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President and Chief Executive Officer