12% CONVERTIBLE NOTE DUE APRIL ___, 2009Convertible Security Agreement • April 9th, 2007 • Vistula Communications Services, Inc. • Telephone communications (no radiotelephone) • New York
THIS NOTE is one of a series of duly authorized and issued 12% Convertible Notes of Vistula Communications Services, Inc., a Delaware corporation, having a principal place of business at 405 Park Avenue, Suite 801, New York, New York 10022 (the “Company”), designated as its 12% Convertible Note, due April __, 2009 (the “Note(s)”).
8% CONVERTIBLE DEBENTURE DUE FEBRUARY , 2008Convertible Security Agreement • February 25th, 2005 • Vistula Communications Services Inc • Telephone communications (no radiotelephone) • New York
THIS DEBENTURE is one of a series of duly authorized and issued 8% Convertible Debentures of Vistula Communications Services, Inc., a Delaware corporation, having a principal place of business at (the “Company”), designated as its 8% Senior Convertible Debenture, due February , 2008 (the “Debenture(s)”).
COMMON STOCK PURCHASE WARRANT To Purchase __________ Shares of Common Stock of VISTULA COMMUNICATION SERVICES, INC.Securities Agreement • April 9th, 2007 • Vistula Communications Services, Inc. • Telephone communications (no radiotelephone)
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Vistula Communication Services, Inc., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 25th, 2005 • Vistula Communications Services Inc • Telephone communications (no radiotelephone) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 18, 2005, among Vistula Communications Services, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON STOCK PURCHASE WARRANT To Purchase Shares of Common Stock of VISTULA COMMUNICATION SERVICES, INC.Security Agreement • February 25th, 2005 • Vistula Communications Services Inc • Telephone communications (no radiotelephone)
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Vistula Communication Services, Inc., a Delaware corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 9th, 2007 • Vistula Communications Services, Inc. • Telephone communications (no radiotelephone)
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 6, 2007, among Vistula Communications Services, Inc., a Delaware corporation (the “Company”), and the purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT To Purchase Shares of Common Stock of VISTULA COMMUNICATIONS SERVICES, INC.Security Agreement • October 7th, 2005 • Vistula Communications Services, Inc. • Telephone communications (no radiotelephone) • Delaware
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Vistula Communications Services, Inc., a Delaware corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
AMENDED AND RESTATED EMPLOYMENT AND NONCOMPETITION AGREEMENTEmployment and Noncompetition Agreement • May 12th, 2004 • Vistula Communications Services Inc • Delaware
This Amended and Restated Employment and Noncompetiton Agreement (this "Agreement") is entered into as of this 5th day of May, 2004, by and among Vistula Communications Services, Inc. (formerly known as VCS, Inc.), a Delaware corporation (the "Company"), Vistula USA, Inc., a Delaware corporation and wholly owned subsidiary of the Company (the "Employer"), and Edward DeMent (the "Employee").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 7th, 2005 • Vistula Communications Services, Inc. • Telephone communications (no radiotelephone) • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 3, 2005, among Vistula Communications Services, Inc., a Delaware corporation (the “Company”), and the purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).
RECIPROCAL TELECOMMUNICATIONS SERVICES AGREEMENT BETWEEN BHARTI TELESONIC LTD. AND VISTULA LIMITEDReciprocal Telecommunications Services Agreement • May 12th, 2004 • Vistula Communications Services Inc
THIS RECIPROCAL TELECOMMUNICATIONS SERVICES AGREEMENT ("Agreement") is entered into on this 2nd day of December 2002 (the "Effective Date"), by and between:
CONSULTING AGREEMENTConsulting Agreement • June 9th, 2005 • Vistula Communications Services Inc • Telephone communications (no radiotelephone) • New York
THIS CONSULTING AGREEMENT, (this “Agreement”), effective upon the 3rd of June, 2005 (the “Effective Date”), is by and between investment management company Bushido Capital Partners, Ltd. (“Consultant”), a Cayman Islands exempt company with offices at 275 Seventh Avenue, Suite 2000, New York, NY 10001 and Vistula Communications Services, Inc., a Delaware corporation with offices at Suite 801, 405 Park Avenue, New York, New York 10022 (“Company”), singularly and collectively referred to herein as the “Party” or “Parties,” respectively.
QuickLinks -- Click here to rapidly navigate through this documentDistribution and Marketing Agreement • November 19th, 2004 • Vistula Communications Services Inc • Telephone communications (no radiotelephone)
Reference is made to the Distribution and Marketing Agreement (the "Agreement"), dated as of August 11, 2004, by and among NetYantra Inc. ("NetYantra US"), NetYantra India Pvt. Ltd (collectively with NetYantra US, "NetYantra") and Vistula Communications Services, Inc. (the "Company"). Pursuant to Section 13.2 of the Agreement and for good and valuable consideration, including the agreement by the Company to pay NetYantra the amount of $25,000 in addition to the Initial Payment (defined below) and to issue 50,000 shares of the Company's common stock to NetYantra US, NetYantra hereby agrees (a) to waive the obligations of the Company under Section 6.2.1 of the Agreement for a period of thirty-five (35) days with the effect that the Company will instead now be required to pay to NetYantra the sum of $150,000 (the "Initial Payment") in one or more payments on or before October 15, 2004 (the "New Payment Date"); and (b) that the Agreement shall not terminate pursuant to the last sentence of
CONSULTANT, REPRESENTATIVE AND PROFESSIONAL SERVICES AGREEMENTConsultant, Representative and Professional Services Agreement • December 19th, 2005 • Vistula Communications Services, Inc. • Telephone communications (no radiotelephone) • New York
This Consultant, Representative and Professional Services Agreement, herein referred to as (“Agreement”), is made by and between Vistula Communication Services, Inc., a Delaware corporation with its principal place of business at 405 Park Avenue, Suite 801, New York, NY 10022, USA (“VCSI”), and Quest Telecommunications, Inc., a Delaware corporation, located at 303 South Broadway, Suite 101 Tarrytown, NY 10591, USA (“QTI”). This Agreement is effective as of December 13, 2005 (the “Effective Date”).
iBasis Global, Inc. Service AgreementService Agreement • May 12th, 2004 • Vistula Communications Services Inc
This Service Agreement ("Agreement") is entered into as of 1st September 2003("Effective Date") by and between iBasis Global, Inc., a Delaware corporation ("iBasis") and Vistula Limited, a UK based limited company, with a business address at 40 Portman Square London W1H 6LT United Kingdom ("Service Partner") (collectively "Parties" or individually a "Party").
AGREEMENT AND GENERAL RELEASEGeneral Release Agreement • December 18th, 2006 • Vistula Communications Services, Inc. • Telephone communications (no radiotelephone) • New York
This Agreement and General Release (the “Agreement”) is entered into this 15th day of December, 2006, by and between Vistula Communications Services, Inc., a Delaware corporation (“Vistula”), and J. Keith Markley (“Markley”). The parties hereto agree as follows:
AMENDMENT AND INDEMNIFICATION AGREEMENTAmendment and Indemnification Agreement • May 12th, 2004 • Vistula Communications Services Inc • Delaware
This Amendment and Indemnification Agreement (this "Agreement"), dated as of May 5, 2004, is entered into by and between Vistula Communications Services, Inc. (formerly known as VCS, Inc.), a Delaware corporation (the "Buyer"), MRS Partners LLC, a Nevada limited liability company ("Seller"), and the individuals listed on Exhibit A to this Agreement who comprise all of the members of MRS Partners LLC (the "Members").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 9th, 2007 • Vistula Communications Services, Inc. • Telephone communications (no radiotelephone) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 6, 2007, among Vistula Communications Services, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
WARRANT EXERCISE AGREEMENTWarrant Exercise Agreement • October 7th, 2005 • Vistula Communications Services, Inc. • Telephone communications (no radiotelephone) • New York
THIS AGREEMENT, dated October , 2005 (this “Agreement”) is entered into by and between the Company and the holder (the “Warrant Holder”) of that certain Warrant (the “Initial Warrant”) issued by the Company to the Warrant Holder on [ ], 2005 by Vistula Communications Services, Inc., a Delaware corporation (the “Company”) for the purchase of up to shares (the “Initial Warrant Shares”) of the Common Stock, $0.001 par value per share, of the Company (the “Common Stock”).
VISTULA COMMUNICATIONS SERVICES, INC. Amended and Restated Note Subscription AgreementNote Subscription Agreement • August 31st, 2004 • Vistula Communications Services Inc • Telephone communications (no radiotelephone)
This Amended and Restated Note Subscription Agreement (the "Agreement") is made and entered as of August 11, 2004, by and between Vistula Communication Services, Inc., a Delaware corporation (the "Company"), and J.Rothschild Assurance Self Invested PPP#2 F/B/O Rupert Anthony Galliers-Pratt (the "Purchaser").
DISTRIBUTION AND MARKETING AGREEMENTDistribution and Marketing Agreement • April 4th, 2005 • Vistula Communications Services Inc • Telephone communications (no radiotelephone) • England and Wales
This Agreement made as of the 1st day of April, 2005 (the “Effective Date”), by and among Vistula Communications Services, Inc, a Delaware corporation with its principal place of business at 40 Portman Square, 4th Floor, London, United Kingdom W1H 6LT (“Vistula”) and Telstra Europe Limited, a company registered in England with number 3830643 with its registered office at Telstra House, 21 Tabernacle Street, London EC2A 1AE (“Telstra”). Vistula and Telstra are sometimes referred to individually as a “Party” and collectively as the “Parties.”
Mossbarton LimitedUnderlease Agreement • August 31st, 2004 • Vistula Communications Services Inc • Telephone communications (no radiotelephone)
This letter sets forth the mutual agreement between Vistula Limited ("Vistula") and Mossbarton Limited ("Mossbarton") whereby Mossbarton agrees to permit Vistula to use and occupy part of the fourth floor of the building commonly known as 39/40 Portman Square, London W1H 6LT, United Kingdom (such space being referred to as the "Premises"), which space is shown on the plan attached to Schedule 2 of the Underlease (the "Underlease"), dated as of August 4, 2004, by and between Mossbarton and Meynard Freres Limited (the "Landlord"). Vistula and Mossbarton have agreed as follows:
ContractWarrant Agreement • March 31st, 2006 • Vistula Communications Services, Inc. • Telephone communications (no radiotelephone) • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE THEREOF (THE “SECURITIES”) HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR THE SECURITIES COMMISSION OF ANY STATE. THIS WARRANT SHALL NOT CONSTITUTE AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THE SECURITIES ARE “RESTRICTED” AND MAY NOT BE RESOLD OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO REGISTRATION OR UPON ISSUANCE OF AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH SALE IS PERMISSIBLE PURSUANT TO AN EXEMPTION THEREFROM.
VISTULA COMMUNICATIONS SERVICES, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • March 31st, 2006 • Vistula Communications Services, Inc. • Telephone communications (no radiotelephone) • New York
CORPORATE FINANCEEngagement Letter • April 9th, 2007 • Vistula Communications Services, Inc. • Telephone communications (no radiotelephone) • Delaware
This engagement letter shall serve as our agreement (the “Agreement”) under which Oceana Partners, LLC (“Oceana” or the “Advisor”) is retained as a financial advisor and placement agent to Vistula Communications Services, Inc. (the “Company”) for placing, on a private basis, approximately $2.5 million to $3 million of the Company’s securities (the “Financing”). In connection therewith, the parties hereto agree as follows:
DISTRIBUTION AND MARKETING AGREEMENTDistribution and Marketing Agreement • August 31st, 2004 • Vistula Communications Services Inc • Telephone communications (no radiotelephone) • Massachusetts
This Agreement made as of the 11th day of August, 2004 (the "Effective Date"), by and among NetYantra Inc., a Delaware corporation with its principal place of business at Suite 102, #327 5200, NW 43rd Street, Gainesville, Florida 32606, United States of America ("NetYantra US") and NetYantra India Pvt Ltd, an Indian company with its principal office at 3rd Floor, Jaysynth Centre, Plot No. 6, Sector 24, Turbhe, Navi Mumbai—400705, Mumbai, India ("NetYantra India," and collectively with NetYantra US, "NetYantra"), and Vistula Communications Services, Inc, a Delaware corporation with its principal place of business at 40 Portman Square, 4th Floor, London, United Kingdom W1H 6LT ("Vistula"). Vistula and NetYantra are sometimes referred to individually as a "Party" and collectively as the "Parties."
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • May 22nd, 2006 • Vistula Communications Services, Inc. • Telephone communications (no radiotelephone) • New York
Vistula Communications Services, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement with CRT Capital Group LLC (the “Placement Agent”), as follows:
ASSET PURCHASE AGREEMENT BY AND AMONGAsset Purchase Agreement • May 2nd, 2006 • Vistula Communications Services, Inc. • Telephone communications (no radiotelephone) • Delaware
THIS ASSET PURCHASE AGREEMENT is entered into as of April 28, 2006 (the “Agreement”), by and among (i) Vistula Communications Services, Inc., a Delaware corporation (“Buyer”), (ii) NetYantra Inc., a Delaware corporation (“NetYantra Delaware”) and (iii) NetYantra India Private Limited (“NetYantra India”, with NetYantra Delaware and NetYantra India being hereinafter sometimes referred to collectively as “Sellers”).
TELEHOUSE® FM SERVICES AGREEMENTTelehouse Fm Services Agreement • May 12th, 2004 • Vistula Communications Services Inc
The terms of this Agreement, which comprises this signature page, the attached Conditions of Business, Schedules 1-4 and other attachments specified by Telehouse, apply to the License granted, the Telehouse Services and all other things and services provided by Telehouse under or in connection with this Agreement.
QWEST WHOLESALE SERVICES AGREEMENTWholesale Services Agreement • May 12th, 2004 • Vistula Communications Services Inc • New York
THIS WHOLESALE SERVICES AGREEMENT, together with this signature page, the general terms and conditions, annexes, addenda and exhibits attached hereto (collectively, the "Agreement") is entered into by and between Qwest and Customer (each identified for purposes of this Agreement in the signature blocks below, and referred to separately as a "Party" or collectively as the "Parties"). This Agreement is effective on the date Qwest signs it after Customer's signature (the "Effective Date"). The undersigned Parties have read and agree to the terms and conditions set forth in the Agreement.
FINANCIAL ADVISORY AGREEMENTFinancial Advisory Agreement • January 31st, 2006 • Vistula Communications Services, Inc. • Telephone communications (no radiotelephone) • New York
This Financial Advisory Agreement (the “Agreement”) is made as of January 27, 2006 (the “Effective Date”) by and between Vistula Communications Services, Inc. (the “Company”) and Indigo Ventures LLC (“Indigo” or the “Advisor”).
ESCROW AGREEMENTEscrow Agreement • February 25th, 2005 • Vistula Communications Services Inc • Telephone communications (no radiotelephone) • New York
THIS ESCROW AGREEMENT (this “Agreement”) is made as of February 18, 2005, by and among Vistula Communications Services, Inc., a Delaware corporation (the “Company”), Indigo Securities, LLC, a Delaware limited liability company (“Indigo”) the purchasers signatory hereto (each a “Purchaser” and together the “Purchasers”), and Feldman Weinstein LLP, with an address at 420 Lexington Avenue, New York, New York 10170-0002 (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings set forth in the Securities Purchase Agreement referred to in the first recital.
WARRANT TO PURCHASE COMMON STOCK OF VISTULA COMMUNICATIONS SERVICES , INC.Warrant Agreement • May 22nd, 2006 • Vistula Communications Services, Inc. • Telephone communications (no radiotelephone) • New York
This Warrant (the “Warrant”) is issued to ________ or his, her or its permitted assigns (“Holder”) by VISTULA COMMUNICATIONS SERVICES, INC., a Delaware corporation (the “Company”), on May __, 2006 (the “Warrant Issue Date”) for agreed upon consideration, receipt of which is hereby acknowledged.
STOCK AND WARRANT PURCHASE AGREEMENTStock and Warrant Purchase Agreement • May 22nd, 2006 • Vistula Communications Services, Inc. • Telephone communications (no radiotelephone) • New York
The information contained in this Questionnaire is being furnished in order to determine whether the undersigned PARTNERSHIP’s proposed purchase of the Units described in the Private Offering Memorandum dated May 16, 2006 of Vistula Communications Services, Inc. (the “Company”) may be accepted.
Dated this 24 day of March 2007 SWITCH PURCHASE AGREEMENT BETWEEN Vistula Ltd. AND Validus Capital Ltd.Switch Purchase Agreement • April 17th, 2007 • Vistula Communications Services, Inc. • Telephone communications (no radiotelephone)
Validus Capital Limited ("VALIDUS"), whose is registered office is at 11 Avalon Road, Bromsgrove, Worcestershire, B602RJ, collectively referred to as "the Parties.”
WARRANT TO PURCHASE COMMON STOCK OF VISTULA COMMUNICATIONS SERVICES , INC.Warrant Agreement • May 22nd, 2006 • Vistula Communications Services, Inc. • Telephone communications (no radiotelephone) • New York
This Warrant (the “Warrant”) is issued to _______________ or his, her or its permitted assigns (“Holder”) by VISTULA COMMUNICATIONS SERVICES, INC., a Delaware corporation (the “Company”), on May __, 2006 (the “Warrant Issue Date”) for agreed upon consideration, receipt of which is hereby acknowledged.
