1,530,000 Shares of Common Stock and 2,200,000 Redeemable Common Stock Purchase WarrantsUnderwriting Agreement • July 3rd, 1997 • Russian Wireless Telephone Co Inc • Telephone communications (no radiotelephone) • New York
2- 3 to the requirements of the Act and the Regulations, and neither the Registration Statement nor the Prospectus, nor any amendment or supplement thereto, will contain any untrue statement of a material fact or omit to state any material fact...Underwriting Agreement • October 29th, 1997 • Russian Wireless Telephone Co Inc • Telephone communications (no radiotelephone) • New York
LEASE AGREEMENT No.2Lease Agreement • July 3rd, 1997 • Russian Wireless Telephone Co Inc • Telephone communications (no radiotelephone)
RUSSIAN WIRELESS TELEPHONE COMPANY, INC.Employment Agreement • March 28th, 1997 • Russian Wireless Telephone Co Inc
2 3 default be cured within five (5) days after such notice, forthwith become due and payable upon the expiration of such five (5) day period, without presentment, demand, protest or other notice of any kind, all of which are expressly waived.Loan Agreement • July 3rd, 1997 • Russian Wireless Telephone Co Inc • Telephone communications (no radiotelephone)
RECITALSPromissory Note • September 16th, 1997 • Russian Wireless Telephone Co Inc • Telephone communications (no radiotelephone) • New York
1 Exhibit 10.13 SPRINTNETSM AND SPRINTMAILSM INTERNATIONAL VALUE ADDED SERVICES ("IVAS") DISTRIBUTOR AGREEMENT No 2662 This AGREEMENT made this _________ day of _________, 1995 between SPRINT NETWORKS, a Russian-American Joint Stock Company,...Distributor Agreement • July 3rd, 1997 • Russian Wireless Telephone Co Inc • Telephone communications (no radiotelephone)
ARTICLE 1Lease Agreement • July 3rd, 1997 • Russian Wireless Telephone Co Inc • Telephone communications (no radiotelephone) • New York
2 3 Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Borrower does not, and the consummation of the transactions contemplated hereby will not, violate any provisions of Borrower's...Loan Agreement • September 16th, 1997 • Russian Wireless Telephone Co Inc • Telephone communications (no radiotelephone) • New York
1 2 In this case, Rustelnet shall give the DISTRIBUTOR written notice of the changes indicated above 30 working days before the change takes effect.Distribution Agreement • July 3rd, 1997 • Russian Wireless Telephone Co Inc • Telephone communications (no radiotelephone)
1 Exhibit 10.10 INDEMNITY AGREEMENT AGREEMENT, dated and effective as of the date set forth at the foot hereof, by and between RUSSIAN WIRELESS TELEPHONE COMPANY, INC. (the "Company") and the undersigned, a director and/or officer of the Company (the...Indemnification Agreement • March 28th, 1997 • Russian Wireless Telephone Co Inc • Delaware
1 Exhibit 10.9 FINANCIAL CONSULTING AGREEMENTFinancial Consulting Agreement • September 16th, 1997 • Russian Wireless Telephone Co Inc • Telephone communications (no radiotelephone)
RECITALSAmendment • September 16th, 1997 • Russian Wireless Telephone Co Inc • Telephone communications (no radiotelephone) • New York
RECITALSRescission Agreement • July 3rd, 1997 • Russian Wireless Telephone Co Inc • Telephone communications (no radiotelephone) • Delaware
RECITALSPromissory Note Amendment • September 16th, 1997 • Russian Wireless Telephone Co Inc • Telephone communications (no radiotelephone) • New York
1 Exhibit 10.2 THIS AGREEMENT is made as of the 28th day of January 1997 by and between Mikhail Leibov, residing at 11 Golar Drive, Monsey, New York 10952 ("Leibov"), and Telcom Group USA, Inc., a Delaware corporation having an office for the...Option Agreement • March 28th, 1997 • Russian Wireless Telephone Co Inc
1 Exhibit 10.3 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT made and entered into as of January 1, 1995, between TELCOM GROUP USA, INC., a Delaware corporation (the "Corporation"), and Ronald G. Nathan (the "Executive"). W I T N E S S E T H: WHEREAS, the...Employment Agreement • March 28th, 1997 • Russian Wireless Telephone Co Inc • New York
RUSSIAN WIRELESS TELEPHONE COMPANY, INC.Employment Agreement • July 3rd, 1997 • Russian Wireless Telephone Co Inc • Telephone communications (no radiotelephone)
SECTION 1Stock Purchase Agreement • July 3rd, 1997 • Russian Wireless Telephone Co Inc • Telephone communications (no radiotelephone) • New York
1 Exhibit 10.8 Translation from Russian LEASE AGREEMENT No. 2a City of Moscow February 28, 1997 The Planning-Design Bureau for the Mechanization of Electric Power Construction Corporation (P-DB "Proyektenergomash"), represented by General Director...Lease Agreement • July 3rd, 1997 • Russian Wireless Telephone Co Inc • Telephone communications (no radiotelephone)
ARTICLE 1 EMPLOYMENTEmployment Agreement • March 28th, 1997 • Russian Wireless Telephone Co Inc • New York
1 Exhibit 10.15 AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") made as of June 16, 1997, by and between Russian Wireless Telephone Company, Inc. (f/k/a Telcom Group USA, Inc.), a corporation organized and existing under the laws of the state of...Employment Agreement • July 3rd, 1997 • Russian Wireless Telephone Co Inc • Telephone communications (no radiotelephone)
RECITALSReplacement Promissory Note • September 16th, 1997 • Russian Wireless Telephone Co Inc • Telephone communications (no radiotelephone) • New York
ARTICLE I DEFINITIONSOmnibus Stock Incentive Plan • March 28th, 1997 • Russian Wireless Telephone Co Inc
1,530,000 shares and of Common Stock and 2,200,000 Redeemable Common Stock Purchase WarrantsSelected Dealers Agreement • July 3rd, 1997 • Russian Wireless Telephone Co Inc • Telephone communications (no radiotelephone)
RECITALSPromissory Note Amendment • September 16th, 1997 • Russian Wireless Telephone Co Inc • Telephone communications (no radiotelephone) • New York
3 4 5. Brokerage. There are no claims for brokerage commissions, finders' fees or similar compensation in connection with the transactions contemplated by this Agreement based on any arrangement or agreement binding upon the Investor or Leibov, other...Option Agreement • March 28th, 1997 • Russian Wireless Telephone Co Inc
2- 3 shall be taken as the basis for all rights and obligations hereunder; but this shall not in any way affect the liability of any defaulting Underwriter to the other Underwriters for damages resulting from its default, nor shall any such default...Underwriting Agreement • October 29th, 1997 • Russian Wireless Telephone Co Inc • Telephone communications (no radiotelephone) • New York
2 3 Warrant certificates at the office of the Company.Common Stock Purchase Warrant • October 29th, 1997 • Russian Wireless Telephone Co Inc • Telephone communications (no radiotelephone)
1,530,000 SHARES OF COMMON STOCK AND 2,200,000 REDEEMABLE COMMON STOCK PURCHASE WARRANTSUnderwriting Agreement • July 3rd, 1997 • Russian Wireless Telephone Co Inc • Telephone communications (no radiotelephone) • New York
AGENT'S AGREEMENT No. /indecipherable/Agent's Agreement • July 3rd, 1997 • Russian Wireless Telephone Co Inc • Telephone communications (no radiotelephone)
1 Exhibit 10.14 SERVICE AGREEMENT This Service Agreement is made this 21 day of December 1995 between Russian-American joint venture MACOMNET of Moscow, a limited liability company, hereinafter referred to as Macomnet and represented by General...Service Agreement • July 3rd, 1997 • Russian Wireless Telephone Co Inc • Telephone communications (no radiotelephone)
1 EXHIBIT 1.3 RUSSIAN WIRELESS TELEPHONE COMPANY, INC. 1,650,000 shares and of Common Stock SELECTED DEALERS AGREEMENTSelected Dealers Agreement • October 29th, 1997 • Russian Wireless Telephone Co Inc • Telephone communications (no radiotelephone)
1 Exhibit 10.9 FINANCIAL CONSULTING AGREEMENT Russian Wireless Telephone Company, Inc. 780 Third Avenue New York, New York 10017 Attention: Ronald G. Nathan, President Gentlemen: This will confirm the arrangements, terms and conditions pursuant to...Financial Consulting Agreement • July 3rd, 1997 • Russian Wireless Telephone Co Inc • Telephone communications (no radiotelephone)
