EXHIBIT 6.1(a) CONSULTING AGREEMENT This CONSULTING AGREEMENT ("Agreement") is made and entered into January 14, 1999, by and between SONUS COMMUNICATIONS, INC., a Virginia corporation (the "Company"), and L. FLOMENHAFT & CO., INCORPORATED...Consulting Agreement • May 14th, 1999 • Sonus Communication Holdings Inc • Blank checks • New York
WARRANTWarrant Agreement • May 25th, 2001 • Sonus Communication Holdings Inc • Blank checks • Delaware
Section One Promise to Pay; Collateral Security AgreementSecurity Agreement • December 22nd, 2000 • Sonus Communication Holdings Inc • Blank checks • New York
EXHIBIT 4.1 SUBSCRIPTION AGREEMENTSubscription Agreement • November 20th, 2000 • Sonus Communication Holdings Inc • Blank checks • Delaware
WARRANT WARRANT TO PURCHASE 323,500 SHARES OF COMMON STOCK OF SONUS COMMUNICATION HOLDINGS, INC. DATE OF ISSUANCE: MARCH 29, 2000Warrant Agreement • December 22nd, 2000 • Sonus Communication Holdings Inc • Blank checks • Delaware
WARRANTWarrant Agreement • March 22nd, 2000 • Sonus Communication Holdings Inc • Blank checks • Delaware
SECURITY AGREEMENTSecurity Agreement • May 25th, 2001 • Sonus Communication Holdings Inc • Blank checks • New York
1 EXHIBIT 4.5 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), is dated as of ________________ __, 200__, by and between SONUS COMMUNICATION HOLDINGS, INC., a Delaware corporation (the "COMPANY"), the Principal...Registration Rights Agreement • May 17th, 2000 • Sonus Communication Holdings Inc • Blank checks • Delaware
ARTICLE 1. DEFINITIONSEmployment Agreement • December 7th, 1999 • Sonus Communication Holdings Inc • Blank checks • Virginia
1 EXHIBIT 4.2 THIS DEBENTURE AND THE SHARES OF COMMON STOCK OF SONUS COMMUNICATION HOLDINGS, INC., A DELAWARE CORPORATION (THE "BORROWER") INTO WHICH THIS DEBENTURE MAY BECOME CONVERTIBLE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR...Convertible Debenture • May 25th, 2001 • Sonus Communication Holdings Inc • Blank checks
1 [EOT GRAPHIC] [SONUS GRAPHIC] Sonus Communication, Inc. EXHIBIT (a) 10Merger Agreement • April 30th, 2001 • Sonus Communication Holdings Inc • Blank checks • New York
EXHIBIT 4.5 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), is dated as of ________________ __, 200__, by and between SONUS COMMUNICATION HOLDINGS, INC., a Delaware corporation (the "COMPANY"), the Principal...Registration Rights Agreement • December 22nd, 2000 • Sonus Communication Holdings Inc • Blank checks • Delaware
EMPLOYMENT AND NON-COMPETE AGREEMENT THIS AGREEMENT entered into as of the 15th day of April 1999, by and between SONUS COMMUNICATIONS, INC., a Virginia corporation ("Employer") and CHARLES W. ALBO ("Employee"). WHEREAS, Employer desires the...Employment Agreement • August 13th, 1999 • Sonus Communication Holdings Inc • Blank checks • Virginia
WARRANT WARRANT TO PURCHASE ONE HUNDRED TEN THOUSAND FIVE HUNDRED AND THREE (110,503) SHARES OF COMMON STOCK OF SONUS COMMUNICATION HOLDINGS, INC. DATE OF ISSUANCE: JANUARY 5, 2000 NO.__________Warrant Agreement • December 22nd, 2000 • Sonus Communication Holdings Inc • Blank checks • Delaware
EXHIBIT 4Subordinated Convertible Debenture • December 22nd, 2000 • Sonus Communication Holdings Inc • Blank checks
WARRANT WARRANT TO PURCHASE __________ SHARES OF COMMON STOCK OF SONUS COMMUNICATION HOLDINGS, INC. DATE OF ISSUANCE: __________, 1999 NO.__________Warrant Agreement • August 13th, 1999 • Sonus Communication Holdings Inc • Blank checks • Delaware
EXHIBIT 10.3 CONSENT AND RELEASE AGREEMENT This Consent and Release Agreement (this "Agreement") is entered into this 29th day of March, 2000, by and among Citizens Telecommunications Company, Inc., a Delaware corporation ("Citizens"), Sonus...Consent and Release Agreement • December 22nd, 2000 • Sonus Communication Holdings Inc • Blank checks • New York
EXHIBIT 10.1 COLLATERAL NOTE (hereinafter the 'Collateral Note")Collateral Note • December 22nd, 2000 • Sonus Communication Holdings Inc • Blank checks
EXHIBIT 3.1(A) SONUS COMMUNICATIONS, INC. Stock Subscription Agreement Dated as of January 14, 1999 SONUS COMMUNICATIONS, INC. 6005 GREELEY BLVD. SPRINGFIELD, VIRGINIA 22152-1210Stock Subscription Agreement • May 14th, 1999 • Sonus Communication Holdings Inc • Blank checks • Virginia
1 HUDSON ALLEN & COMPANY INVESTMENT BANKING EXHIBIT 10.9 October 20, 1999 Chuck Albo Chairman of the Board Sonus Communication Holdings Inc. 1600 Wilson Blvd., Suite 1008 Arlington, VA 22209 Dear Mr. Albo: The purpose of this letter is to confirm the...Investment Banking Agreement • March 22nd, 2000 • Sonus Communication Holdings Inc • Blank checks
EXHIBIT 4.3 THIS DEBENTURE AND THE SHARES OF COMMON STOCK OF SONUS COMMUNICATION HOLDINGS, INC., A DELAWARE CORPORATION (THE "BORROWER") INTO WHICH THIS DEBENTURE MAY BECOME CONVERTIBLE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY...Convertible Debenture • August 14th, 2001 • Sonus Communication Holdings Inc • Blank checks
BY AND AMONGMerger Agreement • December 7th, 1999 • Sonus Communication Holdings Inc • Blank checks • Delaware
EXHIBIT 4.4 CREDIT AGREEMENT dated as of May 11, 2001 between EMPIRE ONE TELECOMMUNICATIONS, INC. as Debtor and Debtor in Possession and EOT LENDING CORP. as Lender TABLE OF CONTENTS Page ARTICLE 1DEFINITIONS 1 ARTICLE 2THE CREDITS 5 Section 2.1 The...Credit Agreement • August 14th, 2001 • Sonus Communication Holdings Inc • Blank checks • New York
WARRANTWarrant Agreement • March 22nd, 2000 • Sonus Communication Holdings Inc • Blank checks • Delaware
EXHIBIT 4.1 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (The "Agreement") is made as of the __________day of _______________, 2001 by and among SONUS COMMUNICATION HOLDINGS, INC., a Delaware corporation ("Sonus" or the "Company"), and the...Subscription Agreement • August 14th, 2001 • Sonus Communication Holdings Inc • Blank checks • Delaware
EXHIBIT 10 MANAGEMENT AGREEMENT This Management Agreement (the "Agreement"), dated as of April 11, 2001 by and between Sonus Communication Holdings, Inc., a Delaware corporation ("Sonus"), and QUADRANT MANAGEMENT, INC. ("Quadrant"), a Delaware general...Management Agreement • August 14th, 2001 • Sonus Communication Holdings Inc • Blank checks • New York
EXHIBIT 4.5Security and Pledge Agreement • August 14th, 2001 • Sonus Communication Holdings Inc • Blank checks • New York
EXHIBIT 4.2 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND MAY NOT BE OFFERED, SOLD,...Warrant Agreement • August 14th, 2001 • Sonus Communication Holdings Inc • Blank checks • Delaware
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT (1) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER THE ACT OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES AND (3) IN ACCORDANCE WITH APPLICABLE STATE SECURITIES AND BLUE SKY LAWS. WARRANT WARRANT TO PURCHASE ____________________________________________ (_________) SHARES OF COMMON STOCK OF SONUS COMMUNICATION HOLDINGS, INC. Date of Issuance: April ____, 2001 No.__________ THIS CERTIFIES that, for value received, ________________________, or its assigns (in either case, the "Holder") is entitled to purchase, subject to the provisions of this Warrant, from SONUS COMMUNICATION HOLDINGS, INC., a De
may request in writing and as shall be required in connection with any registration, qualification or compliance referred to in this Agreement. (k) Termination. The rights granted pursuant to this Section 11 shall terminate at such time as the Company...Registration Rights Agreement • December 7th, 1999 • Sonus Communication Holdings Inc • Blank checks • Virginia
PROPOSED INVESTOR'S NAME: --------------------- AGREEMENT NUMBER: ------------------- UNITSubscription Agreement • August 13th, 1999 • Sonus Communication Holdings Inc • Blank checks • Delaware
