AMENDMENT NO. 1 TO AMENDED AND RESTATED PROMISSORY NOTEPromissory Note • November 19th, 2001 • Covista Communications Inc • Telephone communications (no radiotelephone) • New York
Exhibit 10.19 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this "AGREEMENT") is made as of April 1, 2001, by and between Covista Communications, Inc., a New Jersey corporation (the "COMPANY"), and Henry G. Luken, III ("SUBSCRIBER"). WHEREAS,...Subscription Agreement • September 19th, 2001 • Covista Communications Inc • Telephone communications (no radiotelephone) • New Jersey
SECTION 10. MISCELLANEOUS. 21 10.1 Amendments, Etc 21 10.2 Survival of Agreements, Representations and Warranties 21 10.3 Successors and Assigns 21 10.4 Entire Agreement 22 10.5 Severability 22 10.6 WAIVER OF JURY TRIAL 22 10.7 Agreement May...Pledge Agreement • November 19th, 2001 • Covista Communications Inc • Telephone communications (no radiotelephone)
LEASELease • May 16th, 2002 • Covista Communications Inc • Telephone communications (no radiotelephone)
WITNESSETHEmployment Agreement • April 30th, 2001 • Covista Communications Inc • Telephone communications (no radiotelephone) • New Jersey
WITNESSETHEmployment Agreement • September 19th, 2001 • Covista Communications Inc • Telephone communications (no radiotelephone) • New Jersey
Exhibit 99.4 COVISTA COMMUNICATIONS, INC. STOCK OPTION ASSUMPTION AGREEMENT Dear [Capsule Optionee]: As you know, on February 8, 2002 (the "Closing Date") Capsule Communications, Inc. ("Capsule") merged with and into CCI Acquisitions Corp. ("CCI"), a...Stock Option Assumption Agreement • February 12th, 2002 • Covista Communications Inc • Telephone communications (no radiotelephone)
As you know, on February 8, 2002 (the "Closing Date") Capsule Communications, Inc. ("Capsule") merged with and into CCI Acquisitions Corp. ("CCI"), a Delaware corporation and wholly-owned subsidiary of Covista Communications, Inc. ("Covista") (the "Merger"). In the Merger, each holder of shares of Capsule common stock, other than Henry G. Luken, III, received 0.0916 of a share of Covista common stock for each share of Capsule common stock (the "Conversion Ratio"), and Henry G. Luken, III received 0.0688 of a share of Covista common stock for each share of Capsule common stock (the "Affiliate Conversion Ratio"). On the Closing Date you held one or more outstanding options to purchase shares of Capsule common stock granted to you under either the Capsule 1999 Stock Option Plan (the "1999 Plan") or the Capsule 2001 Stock Option Plan (the "2001 Plan") and documented with a Stock Option Agreement(s) and/or Notice(s) of Grant of Stock Option and any amendment(s) or waiver(s) thereto (collect
EXHIBIT (10)(AX) ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 14th, 2004 • Covista Communications Inc • Telephone communications (no radiotelephone) • New York
WITHLease Agreement • May 1st, 2000 • Total Tel Usa Communications Inc • Telephone communications (no radiotelephone)
EXHIBIT 7.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Schedule 13D to which this Joint Filing Agreement is attached as Exhibit 7.1, is filed on behalf of each of us. Date: November 16, 2001Joint Filing Agreement • November 16th, 2001 • Covista Communications Inc • Telephone communications (no radiotelephone)
The undersigned hereby agree that the Schedule 13D to which this Joint Filing Agreement is attached as Exhibit 7.1, is filed on behalf of each of us.
ARTICLE I WITNESSETHEmployment Agreement • September 19th, 2001 • Covista Communications Inc • Telephone communications (no radiotelephone) • New Jersey
BETWEENTelecommunications Services Agreement • September 19th, 2001 • Covista Communications Inc • Telephone communications (no radiotelephone) • New York
EXHIBIT 7.1Joint Filing Agreement • September 17th, 2002 • Covista Communications Inc • Telephone communications (no radiotelephone)
The undersigned hereby agree that the Amendment No. 28 to Schedule 13D to which this Joint Filing Agreement is attached as Exhibit 7.1, is filed on behalf of each of us.
PUT AGREEMENTPut Agreement • October 6th, 1999 • Total Tel Usa Communications Inc • Telephone communications (no radiotelephone) • New Jersey
Exhibit 10.21 COMMON STOCK PURCHASE AGREEMENT dated as of February 28, 2001Common Stock Purchase Agreement • September 19th, 2001 • Covista Communications Inc • Telephone communications (no radiotelephone) • New Jersey
INVESTOR AGREEMENTInvestor Agreement • September 19th, 2001 • Covista Communications Inc • Telephone communications (no radiotelephone) • Delaware
September 21, 1999 Warren Feldman, Esq. 102 West Hill Road Woodcliff Lake, New Jersey 07675 Re: Separation Agreement Dear Warren: Reference is made to that certain Separation Agreement (the "Separation Agreement") between you and Total-Tel USA...Separation Agreement • October 6th, 1999 • Total Tel Usa Communications Inc • Telephone communications (no radiotelephone)
RIGHTS AGREEMENT Rights Agreement ("Agreement"), dated as of March 31, 1998 between TOTAL-TEL USA COMMUNICATIONS, INC., a New Jersey corporation (the "Company"), and AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York corporation (the "Rights Agent")....Rights Agreement • April 2nd, 1998 • Total Tel Usa Communications Inc • Telephone communications (no radiotelephone) • New Jersey
LEASELease Agreement • May 22nd, 2003 • Covista Communications Inc • Telephone communications (no radiotelephone)
BACKGROUNDEquipment Facility and Revolving Credit Agreement • May 18th, 1998 • Total Tel Usa Communications Inc • Telephone communications (no radiotelephone) • New Jersey
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG COVISTA COMMUNICATIONS, INC., CCI ACQUISITIONS CORP. AND CAPSULE COMMUNICATIONS, INC. July 17, 2001Merger Agreement • July 19th, 2001 • Covista Communications Inc • Telephone communications (no radiotelephone) • Delaware
AMENDED AND RESTATED PLEDGE AGREEMENT Between GOLD & APPEL TRANSFER, S.A., REVISION LLC, FOUNDATION FOR THE INTERNATIONAL NON-GOVERNMENTAL DEVELOPMENT OF SPACE, ENTREE INTERNATIONAL LIMITED, and WALTER C. ANDERSON, as Pledgors, and DONALD A. BURNS, as...Pledge Agreement • June 4th, 2001 • Covista Communications Inc • Telephone communications (no radiotelephone)
STOCK PLEDGE AGREEMENT, dated as of August 7, 2000, by and among Gold & Appel Transfer, S.A., a corporation organized and existing under the laws of the British Virgin Islands ("Gold & Appel"), Revision LLC, a limited liability company organized under...Stock Pledge Agreement • September 29th, 2000 • Total Tel Usa Communications Inc • Telephone communications (no radiotelephone)
LEASE SCHEDULE NO. 001 TO MASTER LEASE AGREEMENT NO. AFI0192Lease Agreement • May 16th, 2002 • Covista Communications Inc • Telephone communications (no radiotelephone)
Exhibit (10)(AM) APPLIED FINANCIAL, INC. 6975 Union Park Center, Suite 200 Midvale, Utah 84047 MASTER LEASE AGREEMENT NO. AFI0192 This Master Lease Agreement is made July 25, 2001, between APPLIED FINANCIAL, INC., with its principal office at 6975...Master Lease Agreement • May 16th, 2002 • Covista Communications Inc • Telephone communications (no radiotelephone) • Utah
8,000,000.00 Revolving Loan Facility REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • May 22nd, 2003 • Covista Communications Inc • Telephone communications (no radiotelephone) • Maryland
Exhibit 7.1 Joint filing agreement The undersigned hereby agree that Amendment No. 3 to Schedule 13D to which this Joint Filing Agreement is attached as Exhibit 7.1 is filed on behalf of each of them. Dated: March 7, 2003 Warren H. Feldman,...Joint Filing Agreement • March 7th, 2003 • Covista Communications Inc • Telephone communications (no radiotelephone)
The undersigned hereby agree that Amendment No. 3 to Schedule 13D to which this Joint Filing Agreement is attached as Exhibit 7.1 is filed on behalf of each of them.
LEASELease Agreement • May 22nd, 2003 • Covista Communications Inc • Telephone communications (no radiotelephone)
Exhibit 10.29 INDEMNIFICATION AGREEMENT AGREEMENT made and entered into this ____ day of ___________, (the "Agreement"), by and between Covista Communications, Inc., a New Jersey corporation and its subsidiaries (hereinafter collectively referred to...Indemnification Agreement • November 16th, 2001 • Covista Communications Inc • Telephone communications (no radiotelephone) • New Jersey
EXHIBIT 1 SEPARATION AGREEMENT This SEPARATION AGREEMENT (this "Agreement") is made as of September 21, 1999 by and between WARREN H. FELDMAN, residing at 102 West Hill Road, Woodcliff Lake, New Jersey 07675 ("Warren Feldman") and TOTAL- TEL USA...Separation Agreement • October 6th, 1999 • Total Tel Usa Communications Inc • Telephone communications (no radiotelephone) • New Jersey
ATTEST: CCI ACQUISITIONS CORP.Agreement of Control Affiliate • September 19th, 2001 • Covista Communications Inc • Telephone communications (no radiotelephone)
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.
LEASE AGREEMENT THIS AGREEMENT, entered into this 6th day of February, 1998, by and between MOSTA CORPORATION, INC., a Florida Corporation, hereinafter referred to as "LANDLORD", whose business address is 28 West Flagler Street, Suite 303, Miami,...Lease Agreement • May 18th, 1998 • Total Tel Usa Communications Inc • Telephone communications (no radiotelephone)
New York, New York August 7, 2000 Borrowers: Gold & Appel Transfer, S.A., Revision LLC and Walter C. Anderson, jointly and severally 1. Promise to Repay; Payments of Principal and Interest. Gold & Appel Transfer, S.A., a corporation duly organized and...Loan Agreement • September 29th, 2000 • Total Tel Usa Communications Inc • Telephone communications (no radiotelephone) • New York
Exhibit 10.27 AMENDMENT NO. 1 TO INVESTMENT AGREEMENT Reference is made to that certain Investment Agreement (the Investment Agreement") dated as of March 20, 2001 by and between Gold & Appel Transfer, S.A. ("G&A"), located at Omar Hodge Building,...Investment Agreement • September 19th, 2001 • Covista Communications Inc • Telephone communications (no radiotelephone)
