AMENDMENT NO. 1 TO THE INVESTMENT AGREEMENT
THIS AMENDMENT NO. 1 TO THE INVESTMENT AGREEMENT ("Amendment No. 1") is
entered into effective as of this 30th day of June, 2000, by and among Capsule
Communications, Inc. (the "Company"), Gold & Appel Transfer, S.A. ("G&A") and
Foundation for the International Non-governmental Development of Space
("FINDS" and, together with G&A, the "Investors").
Background
A. The Company and the Investors entered into that certain Investment
Agreement dated May 19, 2000, pursuant to which the Investors jointly and
severally agreed to purchase from the Company additional shares of the
Company's common stock ("Common Stock") in two installments for an aggregate
purchase price of $3.0 million (the "Agreement").
B. The Company and the Investors desire to amend the terms and
conditions of the Agreement to provide for a modified installment payment
schedule, as set forth below.
NOW, THEREFORE, in consideration of the premises, the mutual covenants
and promises contained herein, and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties, intending
to be legally bound, hereby agree as follows:
Agreement
1. Section 2 of the Agreement is amended in its entirety to read as
follows:
2. Investors jointly and severally agree to purchase from the
Company additional shares of Common Stock in installments for an aggregate
purchase price of $3.0 million, as follows:
a. On or before each of July 10, 2000, July 31, 2000, August
15, 2000, September 15, 2000, and September 29, 2000, the Investors
will wire to the Company the aggregate sum of $300,000, and in
exchange therefor the Company will issue to the Investors, in such
proportions as the Investors may specify, a number of shares of Common
Stock equal to the quotient (rounded so as to avoid fractional shares)
that results from dividing $300,000 by the higher of (i) the 30-
trading day average closing sale price of the Common Stock for the
period ending at the close of business on the day prior to each
investment and (ii) $1.25.
b. On or before each of October 31, 2000, November 30, 2000,
and December 29, 2000, the Investors will wire to the Company the
aggregate sum of $500,000, and in exchange therefor the Company will
issue to the Investors, in such
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proportions as the Investors may specify, a number of shares of Common
Stock equal to the quotient (rounded so as to avoid fractional shares)
that result from dividing $500,000 by the higher of (i) the 30-trading
day average closing sale price of the Common Stock for the period
ending at the close of business on the day prior to each investment
and (ii) $1.25.
2. Except as amended hereby, the Agreement shall remain in full force and
effect.
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IN WITNESS WHEREOF, the duly authorized representatives of Capsule
Communications, Inc., Gold & Appel Transfer, S.A., and Foundation for the
International Non-governmental Development of Space have executed this
Amendment No. 1 to the Investment Agreement as of the date first written
above.
CAPSULE COMMUNICATIONS, INC.
By: /s/ David B. Hurwitz
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Name: David B. Hurwitz
Title: President & CEO
GOLD & APPEL TRANSFER, S.A.
By: /s/ Walt Anderson
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Name: Walt Anderson
Title: Power of Attorney
FOUNDATION FOR THE NON-GOVERNMENTAL
DEVELOPMENT OF SPACE
By:
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Name:
Title:
